Union’s Bylaws Constitute Binding Contract with Members

The Correction Officers’ Benevolent Association represents over 8000 corrections officers employed by the City of New York. One provision in the Association’s by-laws provides that “special meetings of the Association may be called by the president at his/her discretion.” Another section of the by-laws allows union members to bring charges against union officers for “misconduct, misfeasance, nonfeasance or malfeasance.” Such charges are required to be submitted to the recording secretary, and the bylaws provide that “a special meeting of general membership shall be called promptly for the purpose of resolving the charges.”

Chandra LaSonde was the Association’s financial secretary. From 2007 two 2009, she also served as administrator of two union-sponsored employee benefit trust funds. In late 2009, LaSonde and another board member were accused by the Association’s president, Norman Seabrook, of having committed insurance fraud by improperly submitting a claim for death benefits. After being confronted by Seabrook regarding the fraud allegations, LaSonde resigned from her executive position with the Association.

Very quickly, LaSonde attempted to rescind her resignation, but that request was denied. LaSonde then brought misconduct charges against Seabrook, and demanded that the Association hold a special meeting to consider the charges. When the Association refused to schedule a special meeting, LaSonde brought a lawsuit seeking to enforce the by-laws.

A New York appeals court sided with LaSonde. The Court began with the proposition that “it is well established that a union’s constitution and by-laws constitute a contract between the union and its members and define not only their relationship but also the privileges secured and the duties assumed by those who become members, unless contrary to public policy. A union that is a not-for-profit corporation is a quasi-governmental body for the purpose of ensuring that such an entity acts in accordance with its rules and regulations.’

The Court found the Association’s by-laws to be straightforward: “Although we recognize that the by-laws permit the president to call special meetings at his/her discretion, there is no indication that such discretion overrides the mandatory calling of a special meeting in the event of charges of misconduct. Adopting the Association’s interpretation of the by-laws would transform the sections of the by-laws dealing with the filing of charges into mere surplus. Since we do not believe that the Association’s self-serving interpretation is the most reasonable interpretation of its constitution and by-laws, we conclude that the trial court was correct in finding that the Association’s refusal to call a special meeting violated the Association’s constitution and by-laws.”

LaSonde v. Seabrook, 2011 WL 5221242 (N.Y. A.D. 2011).

The article appears in our January 2012 issue.