The opinion of the court was delivered by: Judge Feinerman
MEMORANDUM OPINION AND ORDER
This case arises from the merger of Defendant United American Nurses ("UAN") with two other unions, Defendants California Nurses Association/National Nurses Organizing Committee ("CNA/NNOC") and Massachusetts Nurses Association ("MassNA"), into a new union, Defendant National Nurses United ("NNU"). Plaintiffs Ann Converso and Joan Craft are, respectively, the former President and Vice-President of UAN. Plaintiff Illinois Nurses Association ("INA") is a labor organization and one of UAN's founding affiliates. The remaining parties, all individuals, need not be separately identified or discussed.
Converso, Craft, and INA initially brought this suit against UAN, alleging that the then-pending merger would dissolve UAN in violation of its Constitution. Two weeks into the litigation, Judge Manning issued an order allowing certain parties to intervene and denying Plaintiffs' motion for a temporary restraining order to enjoin UAN from consummating the merger. See 2009 WL 4547578 (N.D. Ill. Dec. 3, 2009). Other parties intervened, and the complaint was amended to allege, on INA's behalf, that NNU violated the merger agreement by filing a (successful) NLRB petition to represent registered nurses at the University of Chicago Medical Center, a bargaining unit represented until then by INA. Defendants have moved for summary judgment on both of Plaintiffs' claims. Their motions are granted.
The following facts are undisputed, either by the parties' agreement or because a party's objection to the fact failed to comply with Local Rule 56.1(b)(3). UAN was a national labor organization representing registered nurses throughout the United States. Its elected Executive Council managed the regular business of the union, and was comprised of the President, Vice-President, Secretary-Treasurer, and four Directors. Article V.B.2 of the UAN Constitution gives the Executive Council the authority to "[i]nterpret the [UAN] Constitution and UAN policy." UAN's chief legislative organ, the National Labor Assembly ("NLA"), was comprised of delegates elected by UAN's thirteen affiliates, and met at regular intervals and at certain special meetings to conduct union business.
In 2009, UAN began discussing with CNA/NNOC and MassNA the possibility of forming a nationwide "superunion" of registered nurses. After considerable negotiations, the three unions in late July 2009 entered into the Agreement of Consolidation and Affiliation ("C&A Agreement"), which upon the three unions' ratification would form NNU. The UAN Executive Council approved the C&A Agreement on July 31, 2009, by a vote of 5-2, with Converso and Craft in the minority.
At the same meeting, the Executive Council approved a resolution regarding Article X of UAN Constitution. Article X, which governed dissolution, reads:
The duration of the UAN shall be perpetual or until dissolved as set forth in Section B below.
1. The National Labor Assembly, by a seventy-five percent (75%) majority vote, may direct to the Executive Counsel to ballot the membership on the issue of UAN dissolution, provided that the subject of dissolution is on the Advance Agenda for that National Labor Assembly meeting. Dissolution shall only be approved by a seventy-five percent (75%) majority vote of the membership.
2. In the event of such dissolution, the Executive Council shall act as agents for the members and dispose of all physical assets of the UAN by public auction, private sales or otherwise, and any and all questions relating thereto shall be decided by majority vote of the Executive Council. After the payment of all outstanding debts and expenses, the remaining liquid assets shall then be prorated to the members of record in good standing.
The resolution-approved by a 6-0 vote, with Converso voting in favor and Craft abstaining-provided that the merger to be effected by the C&A Agreement would not constitute a "dissolution" of UAN within the meaning of Article X. As shall be seen, this resolution was important because a "dissolution" requires a 75% majority vote of both the NLA and the UAN membership.
On October 31, 2009, the Executive Council approved a resolution regarding Article I.D of the UAN Constitution. Article I.D, which governed affiliations, reads: "Subject to expeditious ratification by the National Labor Assembly at its next regular or special meeting or by ballot, the Executive Council is empowered to and may enter into affiliation agreements." The resolution-approved by a 4-3 vote, with Converso, Craft, and another Executive Committee member dissenting-provided that Article I.D applied to the C&A Agreement. This resolution was important as well, for it ...