Charter Oak Health Center, Inc. v. Barcelona, 234 Conn.App. 758

Background

Charter Oak Health Center is a nonstock, federally qualified health center whose nine‑member board held a November 15, 2023 meeting where staff raised concerns that several directors exceeded bylaw term limits.
General counsel sent letters on November 21 asserting that Wood, Cruz, and John had exceeded the bylaws’ three‑term limit; a competing group of directors then held meetings and took actions (electing a new chair, appointing an interim CEO, suspending others, disabling accounts).
Wood (later joined by Cruz, John, Alvarado, and Arroyo) sued under Conn. Gen. Stat. § 33‑1089 seeking declaratory and injunctive relief that they remain board members (or that the term‑limit provision was waived) and to void defendants’ actions; an ex parte TRO was denied.
Defendants moved to dismiss for lack of subject matter jurisdiction, arguing the individual plaintiffs’ terms had expired under the bylaws and they therefore lacked standing to sue on the corporation’s behalf.
The trial court dismissed, holding the bylaws (permitted to vary from statute under § 33‑1001) unambiguously barred holdovers after three consecutive terms and that plaintiffs had not shown waiver; the plaintiffs appealed.
The Appellate Court reversed: it held the plaintiffs were "persons aggrieved" under § 33‑1089(a) because they had colorable claims that (1) the bylaws permit holdover service until successors are elected or (2) the board waived the term‑limit; those are factual issues for trial.

Issues

Issue	Plaintiff's Argument	Defendant's Argument	Held
Standing under § 33‑1089(a)	Plaintiffs (Wood et al.) are members/"persons aggrieved" entitled to a judicial determination of right to hold office	Plaintiffs ceased to be directors under the bylaws and thus lack standing	Plaintiffs are aggrieved persons with statutory standing; dismissal for lack of jurisdiction was improper
Bylaw interpretation: may a director serve as a holdover after a third consecutive term?	Bylaw language allowing directors to "hold office...until their successors are elected" supports holdover status despite the three‑term cap	The clause "in no event shall a director hold office for more than three...consecutive terms" unambiguously precludes holdover after term three	Bylaw is ambiguous on holdover vs. absolute cutoff; ambiguity yields a colorable claim and requires factual development at trial
Waiver of term limits	Repeated elections/reappointments of plaintiffs to more than three terms evidence a waiver of the bylaw limit	No admissible evidence shows an intentional, knowing waiver; the bylaw controls absent amendment	Plaintiffs produced a colorable waiver claim based on pleading and stipulation; waiver is a factual issue for trial
Effect of § 33‑1001 and bylaws vs. statute (§ 33‑1085)	§ 33‑1089 protects those aggrieved and authorizes judicial resolution regardless of bylaw language	Under § 33‑1001 and the articles/bylaws, Charter Oak permissibly varied from § 33‑1085; bylaws govern	Trial court erred in resolving the statutory‑vs‑bylaw conflict at dismissal; § 33‑1089 provides a baseline right to seek adjudication and factual issues must be tried

Key Cases Cited

Fort Trumbull Conservancy v. New London, 265 Conn. 423 (Conn. 2003) (statutory aggrievement and "colorable claim" standard for standing)
Saunders v. Briner, 334 Conn. 135 (Conn. 2019) (statutory standing requires plaintiff fall within the statute's protected class/zone of interests)
Parisi v. Parisi, 315 Conn. 370 (Conn. 2015) (ambiguity in agreement or bylaw is a question of fact; extrinsic evidence admissible)
Remillard v. Remillard, 297 Conn. 345 (Conn. 2010) (threshold question of contractual/statutory ambiguity is a question of law)
Nation‑Bailey v. Bailey, 316 Conn. 182 (Conn. 2015) (if text is susceptible to more than one reasonable interpretation, it is ambiguous)
Fountain of Youth Church, Inc. v. Fountain, 225 Conn. App. 856 (Conn. App. 2024) (standing/subject matter jurisdiction principles in context of pretrial motions)