James Roth v. Alumni Association California Institute of Technology d/b/a Caltech Alumni Association

(Stanley Mosk Courthouse: Dept. 836) August 18, 2026 DEPARTMENT 836 LAW AND MOTION RULINGS

JAMES ROTH, | Petitioner, | Case No. |

| vs. ALUMNI ASSOCIATION CALIFORNIA INSTITUTE OF TECHNOLOGY d/b/a CALTECH ALUMNI ASSOCIATION, | Respondent. | [TENTATIVE] RULING ON FIRST AMENDED PETITION TO SET ASIDE ELECTION Dept. 836 (Hon. Curtis A. Kin) | | | | | Petitioner James Roth seeks an order setting aside the 2024 Election of Officers and Directors ("2024 Election") of respondent Alumni Association California Institute of Technology d/b/a Caltech Alumni Association ("Association") and requiring a new election to be scheduled with the following conditions: (1) for the new election to be overseen by an independent Inspector of Elections in accordance with the Association's Bylaws; (2) for petition-nominated candidates not to be referred to as "'self-nominated' or otherwise characterized as unapproved" and to be "given equal space to describe themselves in any election material distributed by [the Association]"; (3) for the petition-nominated candidates to be given "the same access to information and process as the Board-nominated candidates"; (4) for "all candidates to be listed alphabetically with only a parenthetical notation as to whether the candidate is Board-nominated or petition-nominated" and "no 'straight ticket' option should be provided"; and (5) to prohibit the Association, the Board, or the Executive Committee from either campaigning or spending Associations funds for any particular candidate. (Pet.

Br. at 24:8-24.) Petitioner also seeks an order setting aside any "actions of the improperly appointed Board that make it more difficult for petition-nominated candidates to get on the ballot" as well as "any interim elections that have occurred." (Pet. Br. at 24:25-28.)

For the reasons that follow, the First Amended Petition is GRANTED IN PART. I. BACKGROUND A. Governing Provisions 1. Corporations Code Per Corporations Code Sec. 5520(a), members of a nonprofit public benefit corporation are entitled to reasonable nomination and election procedures in connection with the election of the corporation's directors. Where a corporation has complied with the provisions of Corporations Code Sec.Sec. 5521, 5522, 5523, and 5524, as applicable, "the nomination and election procedures of that corporation shall be deemed reasonable." (Corp.

Code Sec. 5520(b).) Such provisions include: "If more people are nominated for the board than can be elected, the election shall take place by means of a procedure which allows all nominees a reasonable opportunity to solicit votes and all members a reasonable opportunity to choose among the nominees." (Corp. Code Sec. 5522(b).) In addition, "a corporation with 500 or more members may provide that where it distributes any written election material soliciting a vote for any nominee for director at the corporation's expense, it shall make available, at the corporation's expense to each other nominee, in or with the same material, the same amount of space that is provided any other nominee, with equal prominence, to be used by the nominee for a purpose reasonably related to the election." (Corp.

Code Sec. 5523.) Furthermore, "without authorization of the board, no corporate funds may be expended to support a nominee for director after there are more people nominated for director than can be elected." (Corp. Code Sec. 5526.)

2. The Association's Bylaws Per the Association's Bylaws, the Association is a nonprofit public benefit corporation that was "formed exclusively for educational and charitable purposes . . . that support and benefit the California Institute of Technology." (JA 22 [Ex. 3 (2023 Bylaws) at Sec.Sec. 1.01, 1.02].) The rights of members are "limited solely to receiving such benefits as the Association may offer from time to time," and one such right is that regular members in good standing are entitled to one vote for each office of director to be filled. [1] (JA 23, 27 [Ex. 3 at Sec.Sec. 3.03, 3.14]; JA 489-90 [Ex. 62 (2024 Bylaws) at Sec.Sec. 3.03, 3.14].)

The annual meeting of members is held in part to announce the election of directors and officers. (JA 24 [Ex. 3 at Sec. 3.05].) In connection with this election, the Board is required to appoint a Nomination Proposal Committee six months before the annual meeting, and this committee's responsibility consists of proposing members to upcoming available director or officer positions with an aim of ensuring that the proposed members "reflect the diverse perspectives of Caltech alumni." (JA 32-33 [Ex. 3 at Sec. 6.01]; 496-97 [Ex 62 at Sec. 6.01].)

Thereafter, the Board is required to meet and nominate members to the available positions based on the committee's report, and by June 1 of that year, the Secretary is required to announce the nominations to the regular members of the Association. (Ibid.) In addition, a member may present a petition containing the signatures of at least 50 regular members in good standing to the Secretary by June 14 for the purpose of nominating themselves for such positions. [2] (Ibid.) Where no self-nominated petition has been received, no election is held, and the Board-nominated candidates are voted in at the annual meeting. (JA 33 [Ex. 3 at Sec. 6.02]; 497 [Ex 62 at Sec. 6.02].)

Where additional nominations have been received, the Secretary is required to prepare a ballot with all of the nominations at least six weeks before the annual meeting, and ballots are to be accepted at least 14 days prior to the annual meeting. (Ibid.) It is the Secretary's duty to "determine from the records of the Association if each voter is entitled to vote." Additionally, "before any balloting or meeting of members, the Board may appoint any regular members in good standing. . . to act as inspectors of election for such balloting, or at such meeting or its adjournment." (JA 27 [Ex. 3 at Sec. 3.17].)

However, if no inspectors of election have been appointed by the Board, then inspectors may be appointed at the request of any member at a meeting. (JA 28 [Ex. 3 at Sec. 3.17].) Once appointed, the inspectors have various duties they are required to follow. (Ibid.) B. The 2024 Election Prior to the 2024 Election, the Board instituted various procedures that had been used in previous elections. One such procedure included the process of invalidating a ballot that had more votes than there were available seats. (JA 573 [Ex. 71: Liebling Decl.

P. 6].) Also, in 2022, the Board drafted an informational guide on the election and nomination process for members. (JA 573-78 [Ex. 71: Liebling Decl. P. 7].) Since 2014, the Board has used a skills-based determination when nominating members to the Board. (JA 578-80 [Ex: 71: Liebling Decl. at P.P. 8-9]; 581-96 [Ex. 72: Nomination Report].) These procedures were utilized in the 2024 Election. (JA 573 [Ex. 71 Liebling Decl. P. 5].) For the 2024 Election, there were ten open Director seats and four open Officer seats. (JA 4 [Ex. 1: Roth Decl.

P. 9].) The Board had nominated candidates for each open seat. (JA 35 (Ex. 4: 2024 Election Ballot].) In addition, six members timely submitted petitions to be self-nominated for the available Director seats, with one member later withdrawing their candidacy. (JA 4 [Ex. 1: Roth Decl. P. 9]. In total, seventeen candidates ran for election. (JA 564-65 [Ex. 70: Peraza Decl. P. 6].) In a letter to its members, the Association communicated that the annual meeting was set for September 26, 2024, and that voting would close on September 9, 2024. (JA 37 [Ex. 5: 2024 Election Letter].)

The Executive Committee later realized that the September 9, 2024 date was incorrect, but the Association did not communicate that information to the members. (JA 193-94

[Ex. 36: 9/13/24 Email Chain].) In that same letter to its members, the Association promoted the Board-nominated candidates, but, when referencing the self-nominated candidates, the letter merely stated that they had been considered but not selected by the Nomination Committee. (Ibid.) The Association's website provided equal space to the candidates to promote their platform and qualifications. (JA 524-45 [Ex. 65: Candidate Statements]; 567 [Ex: 70: Perasza Decl. P. 8(b)].) In July 2024, the Association retained the accounting firm Moss Adams to count the ballots, but, per their Statement of Work, the duties of Moss Adams did not include verifying signatures or attesting to the results of the vote. (JA 175, 177 [Ex. 31: 6/28/24 Email Chain]; 179-80 [Ex. 32: Statement of Work], 565 [Ex: 70: Peraza Decl.

P. 7(b)-(c)].) Moss Adams was instructed that not more than ten directors would be counted on a single ballot. (JA 565 [Ex. 70: Peraza Decl. P. 7(d)]; 573 [Ex. 71: Liebling Decl. P. 6].) Balloting for the 2024 Election began on August 10, 2024. (JA 564 [Ex. 70: Peraza Decl. P. 6].) An electronic voting option was provided to members who had opted-in for this method. (JA 566 [Ex. 70: Peraza Decl. P. 7(f)].) On the ballots, the Board-nominated candidates and self-nominated candidates were listed in separate columns for both the Directors race and the Officers race. (JA 35 (Ex. 4: 2024 Election Ballot].)

The ballot also included a "straight-ticket" option for the Board-nominated candidates in both races. (Ibid.) The "straight-ticket" option consisted of a box at the top of the ballot with the instructions: "CHECK THIS BOX TO VOTE FOR THE BOARD APPROVED DIRECTORS AND OFFICRS SLATE." (Ibid.) The Board-nominated candidates were identified as "selected and approved by the CAA Board," and the self-nominated candidates were identified as those "who independently sought nomination." [3] (Ibid.) During the balloting period, internal emails were sent amongst the Board-nominated candidates suggesting ways to increase voter turnout to increase their odds of winning the election. (JA 90-91 [Ex. 15: 8/15/24 Email Chain]; 93-98 [9/5/24 Email Chain].)

The Executive Committee also retained a marketing consulting firm to aid in "marketing and messaging" of the Board-member candidates. (JA 168-70 [Ex: 29: 7/3/24 Email Chain]; 186-87 [Ex. 34: 8/14/24 Email Chain].) This was made pursuant to a vote by the Board on June 22, 2024 to allocate funds to support candidate marketing. (AR 150 [Ex. 26 [Association's Response to Form Interrogatory, Set No. 1]; 158 [Ex. 27: Association's Response to Special Interrogatories, Set No. 1].) On September 4, 2024, the Board decided to appoint an inspector of elections to avoid a surprise invocation by a member pursuant to Section 3.17 of the Bylaws. (JA 197-98 [Ex. 37: 9/4/24 Email Chain].)

On September 7, 2024, the Board voted to appoint Association member Chris Bryant as the inspector of the elections. (JA 182 [Ex. 33: 9/7/24 Board Meeting Minutes].) By September 24, 2024, the Board determined that Bryant was not able to serve as an inspector and, instead, decided to appoint Moss Adams as the inspector pursuant to Corporations Code Sec. 5615. (JA 204-05 [Ex. 39: 9/24/24 Email Chain]; 207 [Ex. 40: 9/24/24

Boardable Post].) Given that the wrong date (September 9, 2024) had been communicated to Association members regarding the end of voting, the Executive Committee decided to accept ballots that had been received on September 10, 2024. (JA 193-95 [Ex. 36: 9/13/24 Email Chain].) In addition, to determine the validity of ballots received from unidentified voters, Mario Peraza, a Caltech liaison to the Association, provided assistance, which was approved by the Executive Committee. (JA 413 [Ex. 51: Deposition of Keith Pew]; 568-69 [Ex. 70: Peraza Decl.

P. 8(g)].) Initial election results suggested that all of the self-nominated candidates had been elected, but the final result revealed that all of the Board-nominated candidates had won the election. (JA 43 [Ex. 8: 9/19/24], 47-48 [Ex. 9: 9/20/24 Moss Adams Letter].) This sudden change in results has been explained by the Association as a "formula inconsistency in one of the original spreadsheets" that had been used by Moss Adams, which caused "formula-capturing issues." (JA 503 [Ex. 63: Deposition of Keith Pew].)

A recount was performed by a new team from Moss Adams, and, because the results of the 2024 Election were not different, the recount confirmed the formula inconsistency was the cause of the initial discrepancy. (JA 510, 514, 519 [Ex. 64: Deposition of Melissa Harman].) C.

Procedural History

On January 16, 2025, petitioner filed a Petition to Set Aside Election [4] . The matter was initially assigned as an unlimited civil case to Judge Rupert A. Byrdsong in Department 28 of the Stanley Mosk Courthouse. On May 21, 2025, respondent filed an Answer. On or around June 16, 2025, the action was referred to Department 1 for reassignment to a writs department per the parties' request and was thereafter reassigned to the present department. On July 31, 2025, the Court granted the parties' stipulation to permit the filing of a first amended petition.

On August 1, 2025, petitioner filed the First Amended Petition to Set Aside Election. On August 28, 2025, the Court initially set a hearing on the First Amended Petition for March 19, 2026. [5] After a series of stipulations between the parties continuing the hearing date and resetting the briefing schedule, the hearing was set for August 18, 2026. On June 4, 2026, petitioner filed an opening brief. On July 6, 2024, respondent filed an opposition. On July 21, 2026, petitioner filed a reply. The Court has received a hard copy of a joint appendix and electronic copies of the Exhibits 54 and 55.

II. DISCUSSION A. Legal Standard "Upon the filing of an action therefor by any director or member, or by any person

who had the right to vote in the election at issue, the superior court of the proper county shall determine the validity of any election or appointment of any director of any corporation." (Corp. Code Sec. 5617(a).) "The court, consistent with the provisions of this part and in conformity with the articles and bylaws to the extent feasible, may determine the person entitled to the office of director or may order a new election to be held or appointment to be made, may determine the validity of the issuance of memberships and the right of persons to vote and may direct such other relief as may be just and proper." (Corp.

Code Sec. 5617(d).) "Fair and reasonable election procedures are fundamental to the proper governance of not only 'for profit' corporations, but 'nonprofit' corporations, including labor unions. The members of such bodies should have a reasonable opportunity to be nominated and elect the board of such an entity. These rights are important rights affecting the public interest." (Ferry v. San Diego Museum of Art (1986) 180 Cal.App.3d 35, 45.) The procedures must include, but are not limited to, a reasonable: (i) means of nominating persons for director; (ii) opportunity for a nominee to communicate to the members the nominee's qualifications and the reason for the nominee's candidacy; (iii) opportunity for a nominee to solicit votes; and (iv) opportunity for all members to choose among the nominees.

The crucial question is whether the election procedure is open given the nature, size and operations of the corporation. The procedures must not only be reasonable in form but in operation. (Braude v. Auto. Club of S. Cal. (1986) 178 Cal.App.3d 994, 1003-04.) B. Evidentiary Matters In Exhibit 73, the Association raises various evidentiary objections directed at the evidence submitted in support of the opening brief. As to the Declaration of James Roth (Objection Nos. 1-47), they are OVERRULED in their entirety.

With respect to the various objections directed at petitioner's exhibits (Objection Nos. 48-91), they are OVERRULED in their entirety. Petitioner objects to various portions of the Declaration of Daniel Liebling and Declaration of Mario Peraza. These objections are OVERRULED in their entirety. C. The Election Procedures of the 2024 Election Were Not Fair and Reasonable Petitioner raises various arguments as to why the 2024 Election should be set aside on the grounds that the election process was not fair and reasonable.

While there are a number of petitioner's contentions that the Court finds unavailing, [6] the Court on the whole finds that the 2024 Election was not conducted fairly and reasonably, such that it should be invalidated. To begin with, the letter informing Association members

about the upcoming election dedicated a meaningful portion to boast about the Board-nominated candidates' qualifications, whereas the letter's reference to the self-represented candidates merely stated that they were considered for nomination and not selected by the Board. (JA 37 [Ex. 5 2024 Election Letter].) This violates Corporations Code Sec. 5523 because the Association did not provide the self-nominated candidates with "the same amount of space that is provided any other nominee, with equal prominence, to be used by the nominee for a purpose reasonably related to the election."

Additionally, the letter was prejudicial in that it indicated that certain unidentified alumni events had to be cancelled due to a funding shortfall caused by the need for the election, which suggested the self-nominated candidates were the cause. In addition, per the Association's Bylaws, because the annual meeting was set for September 26, 2024, the last day for ballots to be received was September 14, 2024, but the Association incorrectly informed members that September 9, 2024 was the last day. [7] (JA 33 [Ex. 3 (2023 Bylaws) at Sec. 6.02]; 37 [Ex. 5 2024 Election Letter].)

As acknowledged by a member of the Executive Committee, this error may have caused some members not to submit their ballots, believing that it was too late to do so after September 9, 2024. (JA 193 [Ex. 36].) Given that members were able to submit ballots electronically, it is unclear why the Association did not communicate to the members that there were still additional days left to vote. Such an error directly impacted the " opportunity for all members to choose among the nominees." (Braude, 178 Cal.App.3d at 1003-04.)

Thus, the balloting process was prematurely cut-off as the Association failed to comply with the pertinent Bylaw provisions. Furthermore, the evidence shows that the Association did not comply with the appropriate procedures when selecting an inspector of elections. As stated in the Bylaws, "before any balloting or meeting of members, the Board may appoint any regular members in good standing. . . to act as inspectors of election for such balloting, or at such meeting or its adjournment." (JA 27 [Ex. 3 at Sec. 3.17].)

For the 2024 Election, balloting began August 10, 2024, but the Board waited until September 7, 2024 to appoint a member as an inspector for the purpose of reviewing the ballots. (JA 182 [Ex. 33: 9/7/24 Board Meeting Minutes]; 564 [Ex. 70: Peraza Decl. P. 6].) The Board later retracted this appointment and thereafter chose Moss Adams as the inspector on September 24, 2024. (JA 204-05 [Ex. 39: 9/24/24 Email Chain]; 207 [Ex. 40: 9/24/24 Boardable Post].) Because the Bylaws expressly require members to serve as inspectors, the appointment of Moss Adams was improper.

Moreover, although the Board determined that it would appoint Moss Adams as inspector per Corporations Code Sec. 5615, which contains no requirement that the inspector be a member of the organization, section 5615 does state that the inspector of election shall act only at the meeting, and there is no evidence suggesting that Moss Adams facilitated any duty beyond counting the votes received prior to the annual meeting. (JA 427-30 [Ex. 51: Deposition of Keith Pew].) The Board's appointment of a inspector was thus contrary to the Association Bylaws, was made without authority, and unfairly foreclosed the opportunity for a member of the Association to request the appointment of an inspector at the annual meeting. (JA 28 [Ex. 3 at Sec. 3.17].)

As

for validating ballots, the Association erred by not rejecting ballots that did not match its registry as required under Corporations Code Sec. 5517(b). This process also did not comply with the Bylaws because it was not the Secretary who validated whether a voter is entitled to vote. (JA at 33 [Ex. 3 at Sec. 6.02]; 497 [Ex 62 at Sec. 6.02].) Instead, the Board delegated the matter to Peraza. (JA 413 [Ex. 51: Deposition of Keith Pew]; 568-69 [Ex. 70: Peraza Decl. P. 8(g)].) Given the clear language of the Bylaws, it does not appear to have been appropriate to outsource this duty to someone else.

Taken together, the Court finds that these errors caused the 2024 Election to be unreasonable and unfair to the Association's members, as it resulted in a less than open election with irregularities that may have affected the outcome. Accordingly, a new election is warranted. [8] D. The Business Judgment Rule Does Not Apply The Association contends that the business judgment rule undermines petitioner's arguments. (Opp. at 22.) While the business judgment rule may apply to nonprofit corporations (Eng v.

Opperman (2025) 117 Cal.App.5th 354, 368), petitioner here does not seek to hold any specific director liable for a mistake in business judgment. As for shielding any particular decision made by the Board or the Executive Committee during the 2024 Election process, reliance on the business judgment rule is unavailing, because the issues above were not done in compliance with the Bylaws. (See Nahrstedt v. Lakeside Village Condominium Assn., (1994) 8 Cal.4th 361, 374 [homeowners association board's actions will be upheld if made in good faith, are consistent with the development's governing documents, and comply with public policy].)

In addition, because the same people who made these decisions were also running for election, it is doubtful that they were truly disinterested in the election's outcome. Accordingly, the Court finds that the business judgment rule does not apply to protect the Association's actions in connection with the 2024 Election. E. The Petition is Not Moot The Association also argues that the petition should be denied because the matter is moot as the composition of the Board has since changed and six of the 2023/2024 Board are no longer active. (Opp. at 23; JA 569 [Ex. 70: Peraza Decl.

P. 10].) Even if the contested terms of office have expired during the pendency of this action, this does not render the petition moot where it concerns "the general public interest and the future rights of the parties, and there is reasonable probability that the same questions will again be litigated and appealed." (Braude v. Havenner (1974) 38 Cal.App.3d 526, 530.) Here, the Association's 26,000 members have an interest in fair elections conducted in accordance with its Bylaws and the election of directors and officers made in accordance therewith going forward.

Accordingly, the Court finds that the petition is not moot. III. CONCLUSION The petition is GRANTED IN PART. The 2024 Election is declared invalid and a new election in compliance with Corporations Code Sec. 5520 and the Association's Bylaws shall be held forthwith. Additionally, the

actions of the invalid Board are set aside, including the subsequent elections of any Directors or Officers (and any actions taken by them) insofar as their election was subject to any actions by the invalid Board. As for the new election, because the appointment of an inspector of elections is discretionary and because neither the information on the 2024 ballot nor the campaign efforts were improper, the requested relief associated with those issues will not be ordered. Pursuant to Local Rule 3.231(n), petitioner shall prepare, serve, and ultimately file a proposed judgment. [1] Cumulative voting is not permitted. (JA 27 [Ex. 3 (2023 Bylaws) at Sec. 3.16]; 490 [Ex. 62 (2024 Bylaws) at Sec. 3.16].) [2] The Board has since increased the number of signatures needed from 50 to 100. (JA 122 [Ex. 19 (2024 Bylaws) at Sec. 6.01].) [3] In prior years (2021 and 2022), the Board candidates were all listed in a single column in alphabetical order and were labeled with the terms "CAA board-nominated" or "self-nominated." (JA 39 [Ex. 6: 2021 Election Ballot]; 41 [Ex. 7: 2022 Election Ballot].) [4] Petitioner mistakenly initiated the matter under Corporations Code Sec. 7616, which applies to nonprofit mutual benefit corporations. (Pet.

P.P. 4, 33-34.) This was later corrected upon the filing of the amended petition by indicating that the matter is brought under Corporations Code Sec. 5617, which governs nonprofit public benefit corporations. (FAP P.P. 36-38.) [5] Once a date for a hearing has been set, petitioner is required provide "notice of the date for the hearing and a copy of the complaint to be served upon the corporation and upon the person whose purported election . . . is questioned." (Corp. Code Sec. 5617(c).) The petitioner is also required to provide notice of the action to the Attorney General. (Corp.

Code Sec. 5617(b).) Here, petitioner's counsel attests that a copy of the petition was mailed to the Attorney General's Office. (JA 632 [Ex. 75: Rosen Decl. P. 2].) Additionally, while the individuals who were elected to be directors in the 2024 Election were not personally served, it is clear they have actual knowledge of this action, because the petition was openly discussed during a January 22, 2025 Board meeting. (JA 632 [Ex. 75: Rosen Decl. P. 2]; 639-40 [Ex. 78: Minutes of January 22, 2025 Board Meeting].)

The Court finds that these actions are sufficient to satisfy the procedural notice requirements of Corporations Code Sec. 5617. [6] First, petitioner's complaint about how candidates were unfairly identified is unconvincing, as, in past elections, the terms "CAA board-nominated" or "self-nominated" were used without complaint. (JA 39 [Ex. 6: 2021 Election Ballot]; 41 [Ex. 7: 2022 Election Ballot].) This similar practice continued in the 2024 Election and was not misleading. (JA 35 (Ex. 4: 2024 Election Ballot].)

Second, the use of the straight-ticket option was not prejudicial because it was only used in 33% of the votes counted by petitioner. (JA 19 [Ex. 2: Rosen Decl. P. 40]; see also Ex. 54.) Further, the ballot was clear that a voter could selected the entire slate "OR . . . Vote for up to 10 Candidates" listed as Director candidates. Third, petitioner's complaints about

not replacing "term-out" directors and increasing the number of board seats by one through the election are matters of corporate governance; they do not directly concern whether the election procedures were fair and reasonable. Fourth, the "Get Out the Vote" campaign did not violate Corporations Code Sec. 5523, because such communications were not sent out to members on behalf of Board-nominated candidates. (JA 90-91 [Ex. 15: 8/15/24 Email Chain]; 93-98 [9/5/24 Email Chain].) Fifth, retaining a marketing consultant did not violate Corporations Code Sec. 5526, because the matter was permissibly approved by the Board. (JA 150 [Ex. 26 [Association's Response to Form Interrogatory, Set No. 1]; 158 [Ex. 27: Association's Response to Special Interrogatories, Set No. 1].)

Lastly, petitioner's claim that the election results suddenly and suspiciously flipped in a day is unpersuasive in light of the unrebutted explanation that the issue resulted from "formula inconsistency in one of the original spreadsheets." (JA 503 [Ex. 63: Deposition of Keith Pew].) [7] Compounding the unreasonable manner in which the Association conducted its election, without any reasonable explanation, it counted some ballots received after the September 9 deadline it had announced. [8] Petitioner also contests the subsequent actions that occurred following the 2024 Election, including the nomination of any other directors in subsequent years. (FAP at P. 38.)

Because the 2024 Election is invalidated, it follows that the subsequent actions of the resulting Board are also invalidated, including any subsequent elections to the extent they were subjected to invalid actions taken by the 2024 Board. | Home -->)" -->