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You can search the entire site. or go to the recent opinions, or the chronological or subject indices. Farthest North Girl Scout Council, Russ Sharpton and Suellen Nelles v. Girl Scouts of the United States of America (9/13/2019) sp-7408

Farthest North Girl Scout Council, Russ Sharpton and Suellen Nelles v. Girl Scouts of the United States of America (9/13/2019) sp-7408

           Notice:   This opinion is subject to correction before publication in the PACIFIC  REPORTER.  

           Readers are requested to bring errors to the attention of the Clerk of the Appellate Courts,  

                                                                                                                        

           303 K Street, Anchorage, Alaska 99501, phone (907) 264-0608, fax (907) 264-0878, email  

                                                                                                                          

           corrections@akcourts.us.  



                      THE SUPREME COURT OF THE STATE OF ALASKA                                       



FARTHEST  NORTH  GIRL  SCOUT                                         )  

COUNCIL,  RUSS  SHARPTON,  and                                       )     Supreme  Court  No.  S-17144  

SUELLEN  NELLES,                                                     )  

                                                                     )     Superior  Court  No.  4FA-17-01413  CI  

                                Appellants,                          )  

                                                                                               

                                                                     )     O P I N I O N  

           v.                                                        )  

                                                                                                                       

                                                                     )     No. 7408 - September 13, 2019  

                                           

GIRL SCOUTS OF THE UNITED                                            )
  

                       

STATES OF AMERICA,                                                   )
  

                                                                     )
  

                                Appellee.                            )
  

                                                                     )
  



                                                                                                         

                     Appeal  from  the  Superior  Court  of  the  State  of  Alaska,  

                                                                                                            

                     Fourth Judicial District, Fairbanks, Bethany Harbison, Judge.  



                                                                                                            

                     Appearances:                Susan  Orlansky,  Reeves  Amodio  LLC,  

                                                                                                                  

                     Anchorage, and Gary W. Leydig, The Law Firm of Gary W.  

                                                                                                                  

                     Leydig  LLC,  Chicago,  Illinois,  for  Appellants.                               James  E.  

                                                                                                             

                     Torgerson, Stoel Rives, LLP, Anchorage, and Karin D. Jones,  

                                                                                           

                      Stoel Rives LLP, Seattle, Washington, for Appellee.  



                                                                                                       

                     Before:  Bolger, Chief Justice, Winfree, Stowers, Maassen,  

                                           

                     and Carney, Justices.  



                                         

                     CARNEY, Justice.  



I.         INTRODUCTION  



                                                                                                                              

                     The Board of Directors of the Girl Scouts of the United States of America  



                                                    

increased the amount of annual membership dues.  Farthest North Girl Scout Council,  


----------------------- Page 2-----------------------

its executive director, and the chair of its board of directors challenged this increase,                                                                                                                             



claiming that the corporation's governing documents did not give the Board authority                                                                                                                                 



to increase membership dues.                                                         The superior court denied Farthest North's motion for                                                                                            



summary judgment, ruling in favor of the Girl Scouts of the United States of America                                                                                                                                  



that the Board had such authority.                                                                Because the corporate governing documents vest                                                                                   



authority to establish membership dues solely in the National Council of the Girl Scouts                                                                                                                                    



of the United States of America, we reverse and remand for further proceedings.                                                                                                            



II.                FACTS AND PROCEEDINGS                    



                  A.                 Facts  



                                     Girl Scouts of the United States of America (GSUSA) is a congressionally                                                                                    

                                                                                        1  Appellants (collectively Farthest North) are leaders of  

chartered nonprofit corporation.                                                                                                                                                                                                         



the Farthest North Girl Scout Council, a chartered Girl Scout Council responsible for  

                                                                                                                                                                                                                                      



promoting and organizing Girl Scouts programs in Fairbanks and northern Alaska.  

                                                                                                                                                                                                                                       



                                     The governing body of GSUSA is the National Council, comprised of  

                                                                                                                                                                                                        



approximately 1,500 individuals, including some elected by local Girl Scout Councils  

                                                                                                                                                                                                                     



                                                              2                                                                                                             3  

such as Farthest North.                                            The National Council meets triennially  and elects the members  

                                                                                                                                                                                                                     



                   1                 36 U.S.C.  80301(a) (2018);                                                      see  GIRL   SCOUTS OF THE                                             USA, Disclosure  



                                                                                                                                                                                                                             

Statement,https://www.girlscouts.org/en/help/help/disclosure-statement.html(lastvisited  

                        

Jun. 19, 2019).  



                  2                  GSUSA Const. art. IV,  2, 4.   Membership in the National Council  

                                                                                                                                                                                                                       

consists  of  delegates  from individual  Girl  Scout  councils,  delegates  from overseas  

                                                                                                                                                                                                                     

chapters, members of the National Board of Directors, members of the National Board  

                                                                                                                                                                                                                             

Development Committee, past GSUSA presidents, and any other elected individuals. Id.  

                                                                                                                                                                                                                                       

at  4.   We note, however, that the members of the National Council should not be  

                                                                                                                                                                                                                                       

confused with the dues-paying Girl Scouts members.  

                                                                                                                        



                  3                  GSUSA Const. art. V,  1.  During the time relevant to this appeal, the  

                                                                                                                                                                                                                                     

National Council has met at least twice, once in 2014 and once in 2017.  

                                                                                                                                                                                                        



                                                                                                                   -2-                                                                                                          7408
  


----------------------- Page 3-----------------------

                                                                             4  

of the National Board of Directors (Board).                                      The Board is comprised of the Chair of the                             



National Board Development Committee, the Chief Executive Officer, 25 members-at-                                                     



large,   and   officials   elected  by   the   Board   members,   including   the   President,   Vice  

                                                                  5  GSUSA's governing documents are the codified  

Presidents, Secretary, and Treasurer.                                                                                                         

Congressional Charter and the GSUSA Constitution and Bylaws.6  

                                                                                                                         



                        A person wishing to become a Girl Scouts member must pay membership  

                                                                                                                                       

dues to GSUSA.7   As a Girl Scouts Council, Farthest North is responsible for collecting  

                                                                                                                                            



dues from members in its jurisdiction; it then forwards those dues to GSUSA.   The  

                                                                                                                                                     



National Council voted to increase membership dues nine times between 1941 and 2009.  

                                                                                                                                                               



In  2009  it  established  a  requirement  that  every  Girl  Scouts  member  pay  annual  

                                                                                                                                                



membership dues of $12.  But in 2012 the Board increased the membership dues by $3,  

                                                                                                                                                        



to $15 per member.  And in 2016 the Board again increased the membership dues by  

                                                                                                                                                        



$10, making the annual dues $25.  In neither 2012 nor in 2016 did the Board present its  

                                                                                                                                                         



dues increase to the National Council for approval.  

                                                                                               



                        Farthest Northobjected totheBoard's dues increases. Farthest North wrote  

                                                                                                                                                    



to GSUSA that it would not participate in the collection of what it considered to be  

                                                                                                                                                        



"unauthorized dues." Though Farthest North did collect $15 from each member, it only  

                                                                                                                                                     



            4           GSUSA  Const.  art.  X,    2-3;  GSUSA  Const.  art.  XI,    2.   



            5           GSUSA  Const.  art.  X,    2;  GSUSA  Const.  art.  XI,    2.   



            6           In   addition,    GSUSA   has    a   pamphlet    titled    "Blue    Book    of    Basic  



Documents," which contains all GSUSA documents,  including those titled "Policies" and  

"Credentials."    Though   the   parties   refer   to   this document   in   their   briefs,   we   do   not  

consider  it  on  appeal  and  therefore  do  not  need  to  determine  whether  it  is  a  corporate  

governing  document.  



            7           GSUSA Const. art. IX.  

                                                                    



                                                                            -3-                                                                    7408
  


----------------------- Page 4-----------------------

                                                                                          8  

 forwarded $12 from each to GSUSA.                                                            In response GSUSA informed Farthest North in                                                                  



 late 2016 that it was in breach                                                of its Charter Agreement and refused to enroll any                                                                     



 Farthest North members, refused to allow any Farthest North members to participate in                                                                                                                      



 Girl Scouts activities, and refused to insure any Farthest North member who participated                                                                                            



 in any Girl Scouts activities.                                         



                 B.              Proceedings  



                                 In February 2017 Farthest North filed suit against GSUSA.  Its complaint  

                                                                                                                                                                                         



 sought declaratory judgment that only the National Council had authority to increase  

                                                                                                                                                                                             



 membership dues and that the Board's increase was thereforewithout authority. Farthest  

                                                                                                                                                                                              



North also moved for an injunction barring any future enforcement of the Board's  

                                                                                                                                                                                             



 increased membership dues.   In addition Farthest North alleged wrongful charitable  

                                                                                                                                                                                        



 solicitation, unfair trade practices, tortious interference with fiduciary duty, and breach  

                                                                                                                                                                                                 



 of contract by GSUSA.  

                                                            



                                 GSUSA moved to dismiss Farthest North's complaint pursuant to Alaska  

                                                                                                                                                                                                

 Civil Rule 12(b)(6).9  Farthest North moved for partial summary judgment on its request  

                                                                                                                                                                                                



 for  declaratory  judgment.                                         GSUSA  opposed  Farthest  North's  motion  for  summary  

                                                                                                                                                                                         



judgment and cross-moved for summary judgment, arguing that "[a]s a matter of law, the  

                                                                                                                                                                                                          



 authority to set membership  dues  is shared."   The superior court ruled in favor of  

                                                                                                                                                                                                           



 GSUSA and concluded that the Board had authority  to increase membership dues,  

                                                                                                                                                                                                   



 thereby denying Farthest North's motion, rendering GSUSA's motion to dismiss moot,  

                                                                                                                                                                                                   



 and granting GSUSA's motion for summary judgment.  

                                                                                                                                       



                 8               Farthest North placed the remaining $3 from each member into a separate                                                                                    



 account "to protect the interests of Farthest North's members."                                                                                          



                 9               Alaska Rule of Civil Procedure 12(b)(6) allows a party opposing a civil  

                                                                                                                                                                                                     

 complaint to file a motion to dismiss for "failure to state a claim upon which relief can  

                                                                                                                                                                                                        

be granted."  

        



                                                                                                     -4-                                                                                             7408
  


----------------------- Page 5-----------------------

                                Farthest North appeals.              



 III.            STANDARD OF REVIEW                          



                                We apply de novo review to a superior court's decisions on motions for                                                                                                  



 summary judgment, " 'reading the record in the light most favorable to the non-moving                                                                                            



party and making all reasonable inferences in its favor.'                                                                             A party is entitled to summary                     



judgment only if there is no genuine issue of material fact and if the party is entitled to                                                                                                               



                                                                         10  

judgment as a matter of law."                                                                                                                                                                           

                                                                                "When applying the de novo standard of review, we  



                                                                                                                                                                                                   

 apply our 'independent judgment to questions of law, adopting the rule of law most  



                                                                                                                                  11  

                                                                                                                                

persuasive in light of precedent, reason, and policy.' " 



 IV.            DISCUSSION  



                                                            

                A.              Choice Of Law  



                                                                                                                                                                                       

                                The superior court applied Washington, D.C. law to interpret GSUSA's  



                                                                                                                                                                                                        

 corporate documents because GSUSA was incorporated there.   The court based its  



                                                                                                                                                                                                      

 decision on  302 of the Restatement (Second) of Conflict of Laws, which provides that  



                                                                                                                                                                                                        

 "[i]ssues involving the rights and liabilities of a corporation" will be determined by  



                                                                                                                                                                                                

 applying "the local law of the state of incorporation."  Neither party disputes this choice  



                                                                                                                                              

 of law on appeal, so we also apply the law of Washington, D.C.  



                                                                                             

                B.              Congressional Charter  



                                                                                                                                                                                                       

                                Congress   has   constitutional   authority   to   charter   a   wide   range   of  



                 10              ConocoPhillips Alaska, Inc. v. Williams Alaska Petroleum, Inc.                                                                                        , 322 P.3d     



 114, 122 (Alaska 2014) (quoting                                                    Witt v. State, Dep't of Corr.                                         , 75 P.3d 1030, 1033                    

 (Alaska 2003)).   



                 11             Id.  (quoting Russell ex rel. J.N. v. Virg-In, 258 P.3d 795, 802 (Alaska  

                                                                                                                                                                                            

 2011)).  



                                                                                                    -5-                                                                                            7408
  


----------------------- Page 6-----------------------

                                                                                                                                    12  

organizations with patriotic, educational, or charitable purposes;                                                                      they are generally     



                                                                            13                                                                                             14  

referred to as "Title 36 Corporations."                                                                                                                  

                                                                                Title 36 corporations are not federal agencies, 



but         a      special             type           of        corporation                   that          "do[es]              not         receive              direct  

                                                                                                                                                               



appropriations, . . . exercise[s] no federal powers, . . . [is] not covered by the full faith  

                                                                                                                                                                     



and credit of the United States, and . . . do[es] not enjoy original jurisdiction in the  

                                                                                                                                          

federal courts."15                   GSUSA is a Title 36 corporation.16  

                                                                                



                           Farthest North argues that the Congressional Charter grants the Board only  

                                                                                                                                                                      



those powers specified in the GSUSA Constitution and Bylaws, including the power to  

                                                                                                                                                                           



manage the activities of the corporation.  GSUSA, on the other hand, argues that "[t]he  

                                                                                                                                                                   



Congressional Charter does not restrict [the Board's] authority regarding membership  

                                                                                                                                                      



dues or reserve such power to the National Council" because "[i]t makes no mention  

                                                                                                                                                              



whatsoever of membership dues."  

                                                                       



                           When  reviewing  "charters  granted  by  special  acts  of  a  legislature,"  

                                                                                                                                                     



including Congress, Washington, D.C. courts "use the same rules of construction that  

                                                                                                                                                                       



              12           Under the Necessary and Proper Clause of Article 1, Section 8, Clause 18                                                                       



of the United States Constitution, Congress has the power to charter organizations such                                                                               

as GSUSA.                RONALD  C. M                 OE, C      ONG. R        ESEARCH  SERV., RL30340, C                                 ONGRESSIONALLY  

CHARTERED NONPROFIT ORGANIZATIONS ("TITLE 36CORPORATIONS"):WHAT THEY ARE  

                                                                                                                                                                       

AND          HOW             CONGRESS                  TREATS               THEM             1-2         (Apr.           8,       2004),            available              at  

https://digital.library.unt.edu/ark:/67531/metacrs7367/m1/1/high_res_d/RL30340_20  

                                                                                  

04Apr08.pdf;  U.S. Const. art. I,  8, cl. 18.  



              13           MOE,  supra  note  20,  at   1.  



              14           See  id.  at  5.  



              15           Id.  



              16           36  U.S.C.    80301(a)  (2018).  



                                                                                    -6-                                                                             7408
  


----------------------- Page 7-----------------------

                                                                                                                                                                                          17  

 [they] use to examine articles of incorporation adopted pursuant to general law."                                                                                                             And  



because   the   GSUSA's   congressional   charter   was   a   special   act   of   the   legislature,  



"[p]rinciples of statutory construction guide our interpretation" of the Congressional                                                                                  



                   18  

Charter.                 



                               Where "the statutory language at issue is 'plain and admits of no more than  

                                                                                                                                                                                                



one meaning,' " Washington, D.C. courts will "give effect to the plain meaning of a  

                                                                                                                                                                                                       

statute."19               "Common rules of statutory construction require [Washington, D.C. courts]  

                                                                                                                                                                                          



to avoid conclusions that effectively read language out of a statute whenever areasonable  

                                                                                                                                                                                

interpretation is available that can give meaning to each word in the statute."20                                                                                                      Further,  

                                                                                                                                                                                       



Washington, D.C. courts "may also look to the legislative history to ensure that [the  

                                                                                                                                                                                                 

court's] interpretation is consistent with legislative intent."21  Legislative intent "governs  

                                                                                                                                                                                     



the interpretation of both a special and a general act of incorporation, as both constitute  

                                                                                                                                                                                   



                17             Bd. of Dirs., Washington City Orphan Asylum v. Bd. of Trs., Washington                                                       



 City Orphan Asylum                              , 798 A.2d 1068, 1078 n.11 (D.C. 2002).                                         



                18             Id.  at  1079  (citing  7A  WILLIAM   MEADE   FLETCHER   ET   AL., F                                                                                  LETCHER  

                                                                                        

CYCLOPEDIA  OF  THE  LAW OF  PRIVATE  CORPORATIONS    3640, at 226-27 (perm.ed.,                                                                                                 

                                                                                              

rev.vol., 1997) ("The rules governing the construction of charters of corporations are, for                                                                                                         

the most part, the same as those which govern the construction and interpretation of                                                                                                                 

statutes, contracts and other written instruments.")).                               



                19             Facebook, Inc. v. Wint, 199 A.3d 625, 628 (D.C. 2019) (quoting Peoples  

                                                                                                                                                                                        

Drug Stores, Inc. v. District of Columbia, 470 A.2d 751, 753 (D.C. 1983) (en banc));  

                                                                                                                                                                                                            

see also Thomas v. Buckley, 176 A.3d 1277, 1281 (D.C. 2017) ("We begin by looking  

                                                                                                                                                                                        

at the plain language of the statute and, if the plain meaning is clear, we will look no  

                                                                                                                                                                                                    

further.").  



                20             School St. Assocs. Ltd. P'ship v. District of Columbia, 764 A.2d 798, 807  

                                                                                                                                                                                                 

(D.C. 2001).  

               



                21             Facebook, Inc., 199 A.3d at 628 (quoting Buckley, 176 A.3d at 1281).  

                                                                                                                                                                                    



                                                                                                  -7-                                                                                         7408
  


----------------------- Page 8-----------------------

legislative acts."       22  



                                                                                                                               

                    The Congressional Charter establishes that the governing bodies of the  

                                                                                              23  It grants the National  

                                                                                                                       

                                                                                

GSUSA are the National Council and the Board of Directors. 



Council authority to "adopt and amend a constitution and bylaws and elect a board of  

                                                                                                                                 

directors, officers, and agents,"24  and it grants the Board "the powers of the Council" but  

                                                                                                                               

only "[t]o the extent provided in the constitution and bylaws."25   The operative language  

                                                                                                                      



we must interpret is "[t]o the extent provided."   The superior court interpreted this  

                                                                                                                              



language to mean that the Board has all the powers of the National Council, unless  

                                                                                                                          



provided otherwise in the Constitution and Bylaws. Farthest North argues this language  

                                                                                                                      



plainly means that "[i]f the power is not provided to the Board in the [C]onstitution and  

                                                                                                                              



[B]ylaws, [then] the Board does not possess it."  

                                                                           



                    We  agree  with  Farthest  North.                        Because  a  plain  reading  of  the  

                                                                                                                              



Congressional Charter supports Farthest North's interpretation, we must look to the  

                                                                                                                               



GSUSA  Constitution  to  determine  what,  if  any,  power  the  Board  has  to  increase  

                                                                                                                       

membership dues amounts.26  

                             



          C.        GSUSA Constitution  

                                   



                    The  Washington,  D.C.  Court  of  Appeals  has  held  that  "the  formal  

                                                                                                                         



[governing documents] of an organization are to be construed as a contractual agreement  

                                                                                                                    



          22        Bd.  of  Dirs.,   Washington  City  Orphan  Asylum ,  798  A.2d  at   1078  n.11.  



          23        36  U.S.C.    80303  (2018).  



          24        Id.    80303(a)(2).  



          25        Id.    80303(b)(1).  



          26        The    GSUSA    Bylaws    do   not    address   membership  requirements    or  



membership  dues  to  any  extent.   Neither  the  parties  nor  the  superior  court  relied  on  it  in  

this  dispute;  we  also  do  not.    



                                                               -8-                                                         7408
  


----------------------- Page 9-----------------------

                                                                                   27  

between the organization and its members."                                              In interpreting these corporate governing                  



documents, a court "must adhere to the 'objective law' of contracts, under which the                                                               



written language embodying the terms of an agreement governs the rights and liabilities                                                              

                             28   These rules are "closely analogous" to the rules that govern statutory  

of the parties."                                                                                                                                      

construction.29                The "objective law" of contracts "means that the written language will  

                                                                                                                                                               

govern the parties' rights, unless it is not susceptible of clear meaning."30  "[W]ords [are]  

                                                                                                                                                              

given their ordinary and usual meaning."31  

                                                            



                          Farthest North argues that when read together, Articles V and VIII of the  

                                                                                                                                                                 



GSUSA Constitution establish the National Council's sole authority to set membership  

                                                                                                                                               



dues amounts. GSUSA responds that Article V is merely procedural and does not confer  

                                                                                                                                                           



exclusive authority on theNational Council; it also argues that specific membership dues  

                                                                                                                                                              



amountsarenot membership"requirements"and thereforetheNational Council does not  

                                                                                                                                                                 



have exclusive authority to establish dues amounts under Article VIII.  But because the  

                                                                                                                                                                 



meaning of Article V is unambiguous and Article VIII reinforces its plain meaning, we  

                                                                                                                                                                 



hold that the GSUSA Constitution vests sole authority to set membership dues amounts  

                                                                                                                                                       



in the National Council.  

                               



                          1.          Article V and Article VIII  

                                                                                   



                          Article V,  2 of the GSUSA Constitution provides that "[t]he National  

                                                                                                                                                      



             27           Meshel  v.  Ohev  Sholom  Talmud  Torah,  869  A.2d  343,  361  (D.C.  2005).  



             28           Id.  



             29           Id.  at  355.  



             30           Sagalyn  v.  Found.  for  Pres.  of  Historic   Georgetown,  691  A.2d   107,   111  



(D.C.   1997).  



             31           Id.   (alterations in   original)   (quoting  Nat'l  Symphony   Orchestra  Ass'n  v.  



Konevsky,  44  A.2d  694,  695  (D.C.   1945)).  



                                                                                 -9-                                                                         7408
  


----------------------- Page 10-----------------------

Council at its sessions shall establish requirements for credentials."                                           32  Article VIII,  1          



                                                                                                                 33  

specifies that a certificate of membership is one such credential.                                                                            

                                                                                                                       A certificate of  



                                                                                                                            

membership is issued to each individual who meets the requirements of membership,  

                                                                          34   Because paying membership dues is a  

                                                                                                                                                

                                                                  

including paying annual membership dues. 



requirement for a credential, the National Council is vested with the power to establish  

                                                                                                                                    



the amount of annual dues.  And, pursuant to the Congressional Charter, because the  

                                                                                                                                             



Board is not similarly delegated this power elsewhere in the GSUSA Constitution, the  

                                                                                                                                             



power is exclusively held by the National Council.  

                                                                        



                      Article V,  5 also supports this conclusion.  Article V,  5 of the GSUSA  

                                                                                                                                     



Constitution prescribes the voting procedure to be taken by the National Council at its  

                                                                                                                            



triennial sessions:  

                



                       Each member present in person at the National Council shall  

                                                                                                                    

                      be entitled to one (1) vote.  Decision on membership dues  

                                                                                                                    

                      shall require a majority of votes cast.  All matters shall be  

                                                                                                                        

                       determined by a majority vote of the members present and  

                                                                                                                      

                      voting, unless otherwise provided by this Constitution.[35]  

                                                                                              



GSUSA argues that the second sentence does not require the National Council to vote  

                                                                                                         



on membership dues, but merely establishes the procedure if the National Council votes  

                                                                                                                                          



on membership dues.  But GSUSA's interpretation fails to distinguish the second and  

                                                                                                                                            



           32          GSUSA Const. art. V,  2.                     



           33          GSUSA   Const.   art.   VIII,      1   ("The   National   Council   shall   establish  



requirements   for   certificates   of   membership,   local   council   charters,   and   all   other  

credentials.").  

                          



           34          GSUSA Const. art. IX.  

                                                               



           35          GSUSA Const. art. V,  5 (emphasis added).  

                                                                                                    



                                                                     -10-                                                                7408
  


----------------------- Page 11-----------------------

                                                                                                                                                                                           36  

third sentences, and renders the second sentence superfluous.                                                                                                                                     If the second sentence     



 does not serve to designate the National Council as the sole body authorized to increase                                                                                                                                                     



membership dues then it would be unnecessary to include it:                                                                                                                              the third sentence already                              



requires a majority vote for all matters unless otherwise provided by the Constitution.                                                                                                                                                                                    



 The only reason to separate the specific matter of "decision on membership dues" from                                                                                                                                                                   



 "all matters" must be to proclaim that only the National Council has the authority to set                                                                                                                                                                     

                                                                                                                                                        37  and giving meaning to the second  

them.   We must give meaning to each provision,                                                                                                                                                                                                   



 sentence of Article V,  5 makes clear that only the National Council has the authority  

                                                                                                                                                                                                                                            



to make decisions on membership dues.  

                                                                                                          



                                         GSUSA argues that Article V and Article VIII only give the National  

                                                                                                                                                                                                                                            



 Council the authority to establish the general requirement that members must pay dues  

                                                                                                                                                                                                                                                          



 and that the specific amount of those dues is a "standard," which the Board has authority  

                                                                                                                                                                                                                                            



to establish so long as it is consistent with the requirements established by the National  

                                                                                                                                                                                                                                             

                          38  We disagree.  First, the GSUSA Constitution makes clear that the National  

 Council.                                                                                                                                                                      



                     36                  See Abdelrhman v. Ackerman                                                                    , 76 A.3d 883, 891 (D.C. 2013)                                                                           ("When  



 interpreting a contract, we 'strive to give reasonable effect to all its parts and eschew an                                                                                                                                                                   

 interpretation that would render part of it meaningless or incompatible with the contract                                                                                                                                                     

 as a whole.' " (quoting                                                District of Columbia v. Young                                                                  , 39 A.3d 36, 40 (D.C. 2012)));                                                                     

Anderson   v.   D.C.   Hous.   Auth. ,   923   A.2d   853,   867   (D.C.   2007)   (rejecting  contract  

 interpretation                                 that             would                    render                    language                         "useless,                        inexplicable,                                inoperative,  

meaningless[,] or superfluous" (quoting                                                                                   Intercty. Constr. Corp. v. District of Columbia                                                                                             ,  

 443A.2d 29,                            31-32 (D.C.1982)));                                            Phenix-Georgetown, Inc.v.Charles H. Tompkins                                                                                                        Co.,  

 477 A.2d 215, 225 (D.C. 1984) ("[T]he general rule is that contracts will be read as a                                                                                                                                                                             

whole, and every part will be interpreted with reference to the whole.").                                                                                                                      



                     37                  See School St. Assocs. Ltd. P'ship v. District of Columbia, 764 A.2d 798,  

                                                                                                                                                                                                                                                          

 807 (D.C. 2001).  

                                 



                     38                  GSUSA Const. art. VIII,  2 ("The National Board  of Directors shall  

                                                                                                                                                                                                                                                        

 administer the requirements for the credentials established by the National Council, and  

                                                                                                                                                                                                                                                             

                                                                                                                                                                                                                               (continued...)  



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Council is entitled to set the amount of membership dues.                                                                                        39  And second, the National  



Council had previously set the amount of membership dues at $12, thereby rendering the                                                                                                                           



Board's subsequent dues increase inconsistent with the specific requirement established                                                                                                      



by the National Council.                                        In 2009 the National Council set a specific requirement that                                                                                   



members must pay annual dues of $12; it has not voted to change the dues amount since                                                                                                                       



that time.                 By setting a specific amount for membership dues, the National Council                                                                                                   



establisheda    specific  requirement under Article VIII, whichtheBoardonly                                                                                                             hadauthority   



to   administer.     By   unilaterally  increasing   the   membership   dues   under   the   guise   of  



"administration of requirements," the Board exceeded its constitutional authority under                                                                                                                   



Article VIII.   



                                 2.               Article X   



                                 Article   X   grants   the   Board   the   power  to   manage   "[t]he   affairs   of   the  



                                                                                                                                        40  

corporation between sessions of the National Council."                                                                                                                                                             

                                                                                                                                               Similar to its argument that its  



                                                                                                                                                                                                        

administrative authority under Article VIII grants the Board authority to increase annual  



                                                                                                                                                                                                         

memberships dues, GSUSA also argues that the Board's authority to manage the affairs  



                                                                                                                                                                                                             

of the corporation between the National Council's triennial sessions also grants it such  



                                                                                                                                                                                                   

authority. But Article X does not confer such a power. As discussed above, the National  



                                                                                                                                                                                                     

Council reservedthepowertoestablishspecificmembership requirementsin theGSUSA  



                 38               (...continued)  



                                                                                                                                                           

may establish standards and issue standards, procedures, and interpretations regarding  

                                                                                                                                                                                                 

such requirements provided such standards,procedures,andinterpretationsareconsistent  

                                                                                                                                                           

with the requirements established by the National Council.").  



                 39               GSUSA Const. art. VIII,  1.  

                                                                                                            



                 40               GSUSA Const. art. X,  1.  

                                                                                                      



                                                                                                       -12-                                                                                                 7408
  


----------------------- Page 13-----------------------

                         41  

Constitution                 and acted on that power when it set the specific requirement for annual                                                            



membership dues at $12. Article X's general grant of the power to the Board to manage                                                                         

the corporation's affairs must yield to more specific constitutional provisions.                                                                            42  



                                                                                                                                                                 

                           In addition, GSUSA's argument that it retains the power to increase annual  



                                                                                                                                                      

membership dues under either Article VIII or X inverts the fundamental relationship  



                                                                                                                                                                        

between the Board and the National Council and would allow the Board to subvert the  



                                                                                                                                                                          

National Council's authority regarding membership dues.  It would also require us to  



                                                                                                                                                           

hold that the corporation's charter vests in the Board all powers except those explicitly  



                                                                                                                                                                    

taken away by the GSUSA Constitution. But the terms of the corporation's charter grant  



                                                                                                                                                                      

the Board only those powers specifically delegated in the GSUSA Constitution and  



                                                                                                                                                                   

Bylaws and therefore do not grant it the power to undermine the express decisions made  



                                 

by the National Council.  



                                                                          

             D.            GSUSA's Remaining Arguments  



                                                                                                                                                             

                           GSUSA also argues that Farthest North's interpretation of the GSUSA  



                                                                                                                                                              

Constitution is at odds with fundamental principles of corporate law and that the Board's  



                                                                                                                                                                

power to manage the corporation's finances is another source of authority to set annual  



                                        

membership dues.  



                                                                                           

                           1.           Principles of corporate law  



                                                                                                                                                                 

                           GSUSAarguesthat theWashington, D.C.Codeprovisions allowing boards  



                                                                                                                                                                          43  

                                                                                                                                                      

of nonprofit corporations to "[i]mpose dues . . . on [the corporation's] members" 



             41            GSUSA Const. art. VIII,  1.                                



             42            See Ohio Power Co. v. Fed. Energy Reg. Comm'n, 744 F.2d 162, 168 n.7  

                                                                                                                                                                        

(D.C.  Cir. 1984) ("[S]pecific clauses prevail over general clauses [when] the clauses                                                                         

stand irreconcilably in conflict.").  

                                               



             43            D.C. Code  29-403.02(14).  

                                                     



                                                                                   -13-                                                                            7408
  


----------------------- Page 14-----------------------

support its argument that managing the affairs of the corporation includes setting annual                                                                                           



dues amounts.                     But the section of the Code it cites actually describes what powers the                                                                                   



corporation - as an individual legal entity - may have and does not specify which                                                                                                    



body   within   the   corporation   may   exercise   such   powers.     Additionally,   GSUSA's  



interpretation confuses members of the GSUSA corporation, i.e., those who "ha[ve] the                                                                                                        



right . . . to select or vote for the election of directors or delegates or to vote on any type                                                                                          

                                                                 44  with the individual Girl Scouts who are "members" of  

of fundamental transaction,"                                                                                                                                                                  



their local charters.  

                         



                              GSUSA further argues that under general rules of corporation law, it is  

                                                                                                                                                                                               



"customary" for a board of directors to exercisebroadauthority over the corporation, and  

                                                                                                                                                                                            



that this broad authority includes the ability to increase membership dues amounts.  But  

                                                                                                                                                                                           



as explained above, the Board does have broad authority, such as its authority to manage  

                                                                                                                                                                                  

the affairs of the corporation between the National Council's triennial sessions.45                                                                                                          Its  

                                                                                                                                                                                             



authority simply is not broad enough to countermand the specific authority granted to the  

                                                                                                                                                                                             

National Council in the GSUSA Constitution.46  

                                                                           



                              2.             Power to manage finances  

                                                                                         



                              GSUSA argues that  the GSUSA Constitution  grants the Board  shared  

                                                                                                                                                                                    



authority with the National Council to manage the corporation's finances and therefore  

                                                                                                                                                                               



the ability to collect "contributions" from the corporation's members, which would  

                                                                                                                                                                                    



includesetting annualmembershipdues amounts. ArticleXIVprovides: "Contributions  

                                                                                                                                                                   



for the purposes of this corporation shall be collected only as authorized by the National  

                                                                                                                                                                                



               44             Id.   29-401.02(24).   



               45  

                                                                                            

                              GSUSA Const. art. X,  1.  



               46             See GSUSA Const. art. IV,  1.  

                                                                                                       



                                                                                             -14-                                                                                       7408
  


----------------------- Page 15-----------------------

                                                                                                                                     47  

Council or [the Board]."                                                                                                                       A plain reading of the term "contributions" in this context                                                                                                                                                                                         



leads us to conclude that Article XIV governs                                                                                                                                                                                                           charitable  contributions, not                                                                                                                                mandatory  



membership dues.                                                                                      As GSUSA argued earlier in this case, membership dues are not                                                                                                                                                                                                                                                                                            



"charitable contributions" and therefore do not fall under this provision. Moreover, even                                                                                                                                                                                                                                                                                                                                                                



if such contributions included membership dues, the ability to "collect" does not connote                                                                                                                                                                                                                                                                                                                                               



the authority to set or increase the dues amounts.                                                                                                                                                                      



V.                                  CONCLUSION  



                                                                        BecausetheGSUSAConstitution grants                                                                                                                                                                                     theNationalCouncil theexclusive                                                                                                  



right to establish membership dues, we REVERSE the superior court's decision granting                                                                                                                                                                                                                                                                                                                                                 



 summary judgment in favor of GSUSA and direct the superior court to enter partial                                                                                                                                                                                                                                                                                                                                                            



 summary judgment in favor of Farthest North.                                                                                                                                                                                                              We REMAND to the superior court for                                                                                                                                                                    



further proceedings on the parties' remaining claims.                                                                                                                                                                                                  



                                           47                           GSUSA  Const.  art.  XIV,     1.   



                                                                                                                                                                                                                               -15-                                                                                                                                                                                                                      7408  

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