Facts

Defendant is a regular corporation, doing business in Pennsylvania under the name “The Decision Sciences Institute” that has made the election to be governed by a Constitution, which states in ARTICLE XVII that no part shall be amended or annulled except by written ballot sent to all Members.” Plaintiff herein will present facts which prove that The Board of Directors the Decision Sciences Institute has preempted authority reserved to the Members by its Constitution in multiple ways.
ARTICLE VII of the DSI Constitution states that the Board includes one representative elected by each Regional Subdivision and an equal number of Vice­Presidents elected at Large. The 2012 DSI Constitution includes 9 regionally elected Vice-Presidents and 9 At Large Vice-Presidents elected by the entire DSI membership.

Since it’s founding IN 1968, DSI has required the casting of written ballots signed by the Members that are tallied by Tellers to amend the Constitution and elect officers, see ARTICLE VII of the DSI Constitution. ARTICLE XVII requires that Members are given 30 days in which to consult with colleagues and consider their choices. Members are required to give their physical addresses but not their electronic addresses for privacy reasons. There are12 fewer Members on the DSI e-mail list than on the official DSI written membership list and  in December 2012-January 2013, the Decision Sciences Institute, Inc. (DSI) held electronic balloting to amend the 2012 DSI Constitution without amending ARTICLE XVII to permit electronic balloting and without placing ARTICLE VII on the ballot. The balloting was conducted by sending e-mails to Members on the DSI e-mail list in which Members were asked to follow a link to a ballot on “Survey Monkey” ballot.