Daley v. Alpha Kappa Alpha Sorority, Inc., 2011 D.C. App. LEXIS 505

AKA is a DC nonprofit; Foundation is a separate Illinois nonprofit; eight former and current AKA members sue for alleged fiscal irregularities and improper expenditures by AKA leadership; alleged payments to President McKinzie included a $250,000 lump sum and a $4,000/month pension; Boule is the biennial governing body and the forum where budgetary decisions were allegedly approved or not; trial court dismissed all claims with prejudice before discovery; appellate court reverses in part and remands for further proceedings.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Personal jurisdiction over individual appellees?	Daley argues DC long-arm statute applies due to Boule-related actions in DC.	AKA contends lack of DC residency and no sufficient contacts.	Trial court erred in dismissing individuals for lack of jurisdiction.
Foundation jurisdiction?	Daley seeks basis to reach Foundation under DC long-arm or general jurisdiction.	Foundation lacks DC-specific acts; no general jurisdiction.	District court did not have jurisdiction over Foundation; affirmed dismissal as to Foundation.
Standing of appellants?	Daley and others have direct, personal interest and injury from mismanagement of bylaws.	Court should require derivative standing for nonprofit governance disputes.	Appellants have standing to pursue direct claims (not solely derivative).
Whether claims against AKA were properly dismissed under Rule 12(b)(6)?	Complaint alleged violations of constitution/by-laws (breach of contract, ultra vires, fiduciary duties).	Claims failed to state cognizable theories and/or were barred by lack of jurisdiction.	Ultra vires claim should not have been dismissed; breach of contract claim should not have been dismissed; corporate waste claim affirmed against dismissal; remand for merits on remaining claims.

Shoppers Food Warehouse v. Moreno, 746 A.2d 320 (D.C.2000) (minimum contacts analysis for personal jurisdiction; district connections sufficient when acts relate to forum)
Cohane v. Arpeja-California, Inc., 385 A.2d 153 (D.C.1978) (scope of personal jurisdiction under 13-423(b))
Tooley v. Donaldson, Lufkin & Jenrette, Inc., 845 A.2d 1031 (Del.2004) (standing; direct interest may exist despite organizational status)
Meshel v. Ohev Sholom Talmud Torah, 869 A.2d 343 (D.C.2005) (contractual nature of bylaws constitutes an implied contract with members)
Levant v. Whitley, 755 A.2d 1036 (D.C.2000) (court intervention in internal affairs of a voluntary association is exceptional)
White v. Panic, 783 A.2d 543 (Del.2001) (board decisions deferential to business judgment, but waste claims require exceptional showing)