DISTRICT COURT, EL PASO COUNTY, COLORADO

270 S. Tejon
Colorado Springs, CO 80903
DATE
DATE
FILED
FILED
September
September
25, 25,
20242024 7:04 PM
CASE NUMBER: 2024CV31638
COLORADO REPUBLICAN STATE CENTRAL Court Use Only
COMMITTEE, et al.,
Plaintiffs, Case Number: 24CV31638

v.
Division 8 Ctrm: W550
DAVID WILLIAMS, et al.,
Defendants.

ORDER RE DEFENDANTS’ MOTIONS TO DISMISS

PURSUANT TO RULES 12(b)(1) AND 12(b)(5)

Before the Court are the motions to dismiss filed by Defendants David Williams, Hope

Scheppelman, and Anna Ferguson, seeking to dismiss Plaintiffs’ claims against them pursuant to

C.R.C.P. 12(b)(1), for lack of jurisdiction, and pursuant to 12(b)(5), for failure to state a claim. I

have reviewed the motions, the responses, and the replies, and I am familiar with the case file

and with applicable law. As described below, the motion under Rule 12(b)(1) is denied in part

and reserved in part for trial, and the motion under Rule 12(b)(5) is granted in part and denied in

part.

OVERVIEW

In this case and a previously-filed one, two factions of the Colorado Republican Party

have resorted to the courts to determine which faction should have the right to speak for the

party. The Plaintiffs – Eli Bremer, Nancy Pallozzi, and Todd Watkins – contend that party chair

Dave Williams and his faction were removed from their leadership positions at a special meeting

of party members held on August 24, 2024, and that Bremer was elected chairman of the party in

1
TC
Williams' stead. The individual Plaintiffs have named the Colorado Republican State Central

Committee (the CRC) as a co-Plaintiff, and they purport to speak on its behalf.

The Defendants – Williams, together with previously elected party leaders Hope

Scheppelman and Anna Ferguson – contend that both that meeting and the vote held at that

meeting were invalid and that they remain the rightful chairman, vice chair, and secretary of the

CRC. Like the Plaintiffs, the Defendants also purport to speak for the CRC, and, through a

separate set of lawyers, they have also filed pleadings that purport to set out the CRC's position

on this lawsuit.

Williams previously filed a lawsuit in Arapahoe County (case no. 24CV31549) (the

“Arapahoe case”) maintaining that he remains the rightful representative of the Republican Party

in this state. That lawsuit was dismissed for lack of jurisdiction, as the court found it concerned

the internal affairs of the party. It is currently on appeal (case no. 24CA1484).

Before the court are a host of motions disputing, among other things, which

representatives and which lawyers properly speak for the party. This Order addresses two of

those motions, namely Defendants’ motions to dismiss Plaintiffs’ claims for lack of jurisdiction

and for failure to state a claim. I find this Court has jurisdiction to the extent necessary to

resolve the motions presently before it, as the claims address different issues than those

addressed in the Arapahoe case, this time involving the regularity of contested final actions by

the CRC. However, Plaintiffs’ claim to have ousted the Williams faction fails, as Plaintiffs did

not have the votes required by the CRC’s Bylaws.

2
 I. MOTION TO DISMISS PURSUANT TO RULE 12(b)(1)

Defendants’ motion pursuant to Rule 12(b)(1) will be addressed first because it

challenges the Court’s jurisdiction to hear this dispute. Defendants contend that this Court lacks

subject-matter jurisdiction for three reasons: first, the Court of Appeals’ jurisdiction over the

Arapahoe case strips this Court of jurisdiction; second, the Court, pursuant to C.R.S. 1-3-106, is

barred from inserting itself into the internal affairs of a political party; and, third, Plaintiffs lack

standing to bring their claims. As described below, the first contention lacks merit, and the

second and third are issues that need to be resolved at trial.

A. Applicable Legal Standard Under Rule 12(b)(1).

When a defendant challenges the court’s subject-matter jurisdiction under Rule 12(b)(1),

the plaintiff has the burden of proving jurisdiction and the trial court is authorized to make

appropriate factual findings. Medina v. State, 35 P.3d 443, 452 (Colo. 2001). In so doing, the

court considers the competent evidence (which, here, includes the allegations in Plaintiffs’

Verified Complaint and in Defendants’ Verified Motion to Dismiss) and may “hold an

evidentiary hearing to resolve any factual dispute upon which the existence of jurisdiction may

turn.” Id. Plaintiff’s burden at this stage is “relatively lenient, as the plaintiff is afforded the

reasonable inferences from [his] undisputed evidence.” Galef v. Univ. of Colorado, 520 P.3d

184, 187 (Colo. App. 2022) (quoting City & Cnty. of Denver v. Dennis, 418 P.3d 489, 494 (Colo.

2018)).

B. Whether The Court Of Appeals’ Jurisdiction Over The Arapahoe Case

Divests This Court Of Jurisdiction.

Defendants contend that the Court of Appeals’ jurisdiction over the Arapahoe case

divests this Court of jurisdiction to hear this case. This contention is meritless.

3
 When different courts “exercise jurisdiction over the same parties and subject matter,”

Colorado court have held “that the first action filed has priority of jurisdiction, and that the

second action must be stayed until the first is finally determined.” Town of Minturn v. Sensible

Hous. Co., 273 P.3d 1154, 1159 (Colo. 2012). This so-called “priority rule” “promote[s] judicial

efficiency and ‘avoid[s] unnecessary duplication and multiplicity of suits.’” Id. (internal

citations omitted). The rule, however, is not a jurisdictional doctrine. “Rather, the rule is an

extension of the court’s inherent power “to control the disposition of causes on its docket with

economy of time and effort for itself, for counsel, and for litigants.” Id. Further, the rule does

not apply at all if the two cases do not involve “the same parties and subject matter.” Id.

In this case, they do not. The two cases involve some of the same parties (Williams,

Watkins, and Pallozzi) but also different ones as well (Bremer, Scheppelman, and Ferguson).

And the claims before the two courts are substantially different. In the Arapahoe case, Williams

sought a declaratory judgment and injunction to enforce a July 12th decision by the CRC

Executive Committee – a decision that the trial court ultimately found to be an internal decision

of the party over which the court had no jurisdiction. The trial court’s finding that it lacked

jurisdiction over the Executive Committee’s decision is the sole issue that is before the Court of

Appeals. The Court of Appeals, in fact, issued two rulings denying attempts by the parties to

expand the issues before it.

This case, on the other hand, does not overlap substantially, if at all, with the issue before

the Court of Appeals. This case does not ask the Court to address the Executive Committee’s

July 12th decision, let alone whether the Arapahoe trial court had jurisdiction over that decision.

The focus of this case is primarily on actions that took place after July 12th, and also after the

date of the Arapahoe trial court’s ruling (August 16th). Specifically, the focus of this case is on

4
the August 24th special meeting at which the Bremer faction purported to oust the Williams

faction. The cases involve different sets of facts and different claims. Accordingly, the Court of

Appeals’ jurisdiction over the Arapahoe case does not divest this Court of jurisdiction to hear

this case, nor does it implicate the priority rule.

Finally, even were the Court to find that the priority rule was implicated, the Court would

exercise its discretion to hear, rather than stay, this case, as the Court of Appeals’ ultimate ruling

on the Arapahoe case is unlikely to resolve many of the issues currently before this Court. It is

clearly not in the interests of justice to wait for what could be a couple of years for a ruling that

will not be directly on point, when the parties have placed issues before this Court that are highly

time-sensitive and demand a ruling sooner rather than later.

C. Whether C.R.S. 1-3-106 Divests This Court Of Jurisdiction.

Defendants contend, next, that C.R.S. 1-3-106 precludes this Court from inserting itself

into the internal affairs of the Republican Party.

That statute provides, in material part:

The state central committee of any political party in this state has full
power to pass upon and determine all controversies concerning the
regularity of the organization of that party…. All determinations upon
the part of the state central committee shall be final.

Colo. Rev. Stat. § 1-3-106(1).

As construed by our Supreme Court, the statute (in an earlier but materially similar

version) designates “the state central committee of a political party” as “the sole tribunal to

determine [party] controversies,” and, “as a necessary sequence, the courts do not have

concurrent jurisdiction in the premises.” Lowry v. Dist. Ct. of Second Jud. Dist., 74 P. 896, 898

(Colo. 1903); accord Nichol v. Bair, 626 P.2d 761, 762 (Colo. App. 1981) (C.R.S. 1-3-106

5
divests courts of jurisdiction to hear internal disputes of a political party). As the Court clarified

in Lowry:

where there exists a state central committee of a political party, even

though it may not have passed upon factional disputes of subordinate
divisions of the party, the provisions of the statute cannot be ignored, and
a resort to the courts sanctioned, when internal disputes arise between
members of the same political party, but it is the duty of the faction or
factions desiring a determination of the disputes to call upon the state
committee to act.

Lowry, 74 P. at 898.

The trial court in the Arapahoe case relied upon this statute and this case law in

determining that it lacked jurisdiction to address the propriety of the Executive Committee’s July

12th decision. It found the Executive Committee’s decision was an internal party decision that

could be appealed internally to the CRC and was therefore not subject to judicial review. See

Order Dismissing Plaintiff’s Claims, issued 8/16/24 (case no. 24CV31549, Arapahoe County).

The issue not expressly resolved by the statute, by the limited caselaw, or by the

Arapahoe case, is: What happens when the state central committee (here, the CRC) has taken

final action, or when a party contends the CRC has taken final action? Do the courts have

jurisdiction to enforce that action; and, in conjunction with that enforcement power, do they have

jurisdiction to determine whether or not the action in question was final action by the CRC?

Plaintiffs contend the answer is yes: while Section 106 gives state central committees

exclusive jurisdiction to rule on internal party controversies, courts retain limited jurisdiction to

aid state central committees in the enforcement of their final decisions; and concomitant to that

power is the power to determine whether such decisions were in fact final central committee

decisions.

Plaintiffs’ contention is rooted, essentially, in two basic facts: First, the point of the

statute is to direct all internal party disputes to the state central committee and remove the

6
jurisdiction of the courts over such decisions; but the statute is silent on whether courts may step

in once the committee’s decision is final. And, second, the district courts of Colorado are courts

of general jurisdiction and “shall have original jurisdiction in all civil … cases,” except as

otherwise expressly provided, see Colo. Const. art. IV, sec 9; and no statute expressly strips the

courts of jurisdiction here.

This contention is persuasive; and, in their reply brief, Defendants agree, at least in part.

They admit that “[g]enerally, it is correct to argue that the trial courts retain jurisdiction to aid the

state central committee of any political party in enforcing their final determinations.” They

contend, however, that the Court lacks jurisdiction in this case because “the Colorado

Republican State Central Committee did not meet on August 24, 2024.” (Reply, p. 18).

I find that the Court has jurisdiction, as the parties agree, to aid the state central

committee of any political party (here, the CRC) in enforcing its final determinations. Such

judicial action does not violate C.R.S. 1-3-106 because it does not infringe on the CRC’s

autonomy in resolving internal party disputes. It allows the CRC to carry out its function to fully

and finally resolve all such disputes, and it then provides a mechanism to enforce those final

determinations. This is, in some respects, similar to the court’s function in enforcing the

decision of an arbitrator: while the court may not interfere in the arbitrator’s decision-making

process, the parties may nonetheless resort to the court to enforce the arbitrator’s decision.

I find, further, that concomitant to the court’s power to enforce the decisions of state

central committees is, necessarily, the power to determine whether any such decision is in fact a

final decision by the state central committee. Absent such a power, a court could not determine

whether or not a decision of a state central committee that it was charged with enforcing was, in

7
fact, the final and valid decision of that committee. Inherent in the enforcement power is the

power to determine whether there is something to enforce.

As Plaintiffs note, the declaratory relief they seek in this action was carefully

circumscribed in order to avoid infringing on the CRC’s autonomy in resolving internal party

disputes. They seek judicial declarations that the CRC held a special meeting capable of

conducting business on August 24, 2024; that the decisions it made at that meeting are valid,

final decisions of the CRC; and that the votes taken at that meeting were likewise valid and

effective final decisions of the CRC.

I find the Court has jurisdiction to address those claims. Unlike the Arapahoe case,

which was brought to enforce a decision by the Executive Committee that the court found to be

an internal, non-final decision by a subordinate body, the claim in this case is that the CRC itself

has taken final actions and that such final actions are enforceable.

Whether the actions at issue were in fact the valid and final actions of the CRC is the

central issue before this Court. To make such findings, the Court will have to address whether

the August 24th meeting was a properly called meeting of the CRC; whether there was a quorum;

and whether the votes taken on the various issues at the meeting were proper, effective, and

binding. All of these issues are hotly in dispute. Each side has submitted a multitude of

evidence – Plaintiffs by means of their Verified Complaint and Defendants through their

Verified Motion to Dismiss – and each side disputes much of the other side’s evidence.

As noted above, it is the Court’s duty, when one party challenges the court’s subject-

matter jurisdiction under Rule 12(b)(1), to make factual findings. Where the facts are largely

undisputed, this can often be done without a hearing; however, where, as here, the facts are in

8
dispute and the Court’s jurisdiction turns on resolution of those disputed facts, an evidentiary

hearing is required. See Medina, supra, 35 P.3d at 452.

Trial of this case will take place inside of three weeks from today. At trial, the Court will

be required to determine whether the actions taken at the August 24th meeting were in fact the

valid and final actions of the CRC. If the Court determines that they were, the Court will have

jurisdiction to enforce those decisions; if it determines they were not, the Court will not.

Accordingly, the Court’s jurisdiction pursuant to C.R.S. 1-3-106 is an issue to be resolved at

trial.

D. Whether Plaintiffs Have Standing.

Defendants, finally, challenge Plaintiffs’ standing to bring this lawsuit.

Colorado’s test for standing requires a plaintiff to have suffered: (1) an injury in fact; (2)

to a legally protected interest. Ainscough v. Owens, 90 P. 3d 851 (Colo. 2004). An “injury in

fact” requires a “concrete adverseness which sharpens the presentation of issues that parties

argue to the courts.” A legally protected interest may be a tangible or economic interest such as

“one of property, one arising out of contract, one protected against tortious invasions, or one

founded on a statute which confers a privilege.” Id.

Defendants contend that Plaintiffs lack a legally protected interest because they did not

follow the CRC’s Bylaws, did not properly call a meeting, and did not effect any action by the

CRC. However, Defendants confess that, in essence, this standing argument is indistinguishable

from the merits of the case: if Plaintiffs prove their case, they have standing, as they suffered an

injury in fact to a legally protected interest; and if they fail to prove their case, they lack

standing.

9
 This places Defendants’ standing argument in the same posture as their argument under

C.R.S. 1-3-106. Both contentions will require resolution of the case on its merits. Accordingly,

as with the argument under C.R.S. 1-3-106, this issue will need to be resolved at trial.

II. MOTION TO DISMISS PURSUANT TO RULE 12(b)(5)

Defendants raise four arguments for dismissal under Rule 12(b)(5):

1. That the CRC’s August 24, 2024 meeting failed the CRC Bylaws’
quorum requirement;

2. That the August 24 meeting failed to achieve the required 3/5 margin
to effect the removal of Defendants from office;

3. That, even if the removal of Defendants was effective, the vacancies

created by their removal could not be filled at the August 24 meeting;
and

4. That Watkins’ call for the August 24 meeting was improper for
various procedural reasons.

As described below, I find that the Plaintiffs have plausibly stated a claim with respect to

the first issue but have failed to do so with respect to the second. CRC’s Bylaws require a vote

of 3/5 of the entire CRC voting membership in order to remove an officer, and not just 3/5 of

those who show up at a meeting and are eligible to vote. Because less than 3/5 of the entire CRC

membership voted to remove Defendants from office, the vote was ineffective.

The Court’s finding on the second issue effectively resolves the third issue: because

Defendants were not properly removed from their offices, there were no vacancies to fill. As for

the fourth issue, I find Plaintiffs have plausibly stated a claim as to the calling of the August 24th

meeting.

A. Applicable Legal Standard.

When considering a motion to dismiss for failure to state a claim, Colorado courts have

traditionally applied the “no set of facts” standard, dismissing a complaint only if it appeared

10
beyond a doubt that the plaintiff could prove no set of facts that would entitle him or her to relief.

In 2016, the Colorado Supreme Court modified that standard by adding the requirement that the

complaint state a “plausible” claim for relief. Warne v. Hall, 373 P.3d 588, 591, 595-97 (Colo.

2016).

Under the Warne standard, the trial court still accepts all allegations in the complaint as

true and views them in the light most favorable to the plaintiff. Jagged Peak Energy Inc. v.

Oklahoma Police Pension & Ret. Sys., 523 P.3d 438, 446 (Colo. 2022). However, to survive a

motion to dismiss for failure to state a claim, a plaintiff must allege sufficient facts that, if taken

as true, show plausible grounds to support a claim for relief. Id.

Under this standard, facts pleaded as legal conclusions (i.e., boilerplate or conclusory

allegations, such as those that merely repeat the statutory language) are no longer entitled to the

presumption that they are true; they must be supported by specific factual allegations sufficient

to raise the right to relief “above the speculative level” and to provide “plausible grounds” by

which the claim’s truth may be inferred. Warne, 373 P.3d at 591. “Simply asserting a legal

conclusion—bereft of any supporting factual allegations—does not state a plausible claim for

relief.” Ruybalid v. Bd. of Cty. Commissioners, 444 P.3d 795, 801 (Colo. App. 2017).

A motion to dismiss for failure to state a claim is a challenge to the facial sufficiency of

the complaint. It is directed at the four corners of the complaint, and accordingly a court

generally may consider only those matters stated in the complaint. However, in addition to the

facts alleged in the pleadings, the court may consider “documents attached as exhibits or

incorporated by reference.” Norton v. Rocky Mountain Planned Parenthood, Inc., 409 P.3d 331,

334 (Colo. 2018). Here, the CRC’s Bylaws are incorporated by reference in the Complaint and

11
relied on by both sides. Accordingly, the Court will consider them, as well as the references to

portions of Robert’s Rules of Order, which is itself incorporated into the Bylaws by reference.

B. Quorum for the August 24th meeting.

Defendants contend, first, that the CRC’s August 24, 2024, meeting failed the CRC

Bylaws’ quorum requirement because some of the members necessary to establish a quorum

were present by proxy rather than in person.

The Complaint (para. 50) alleges that “182.6 of the 414 CRC members were present in-

person or properly represented by proxy” at the August 24th special meeting and that this

number of members present “was more than the 33% necessary to establish a quorum.” Thirty-

three percent of 414 is 136.62, and Plaintiffs do not allege that that many members attended the

meeting in person. Accordingly, the issue is whether a quorum must be made up entirely of

members who are physically present in person, or whether it may be established, at least in part,

through members who are present by proxy.

The Bylaws do not directly address the issue. Article VII.F states, in relevant part, that

“[a] quorum for any meeting shall be one-third of the voting members.” It does not elaborate on

whether those members must be present in person.

Defendants contend that the issue is resolved by reference to Robert’s Rules of Order,

which are incorporated into the Bylaws to the extent they are not inconsistent with them. (See

Bylaws, Art XVIII: “The rules in the current edition of ROBERT’S RULES OF ORDER

NEWLY REVISED shall govern the CRC in all cases to which they are applicable and not

inconsistent with these bylaws …”).

Robert’s Rules, however, also fails to address the issue directly. It defines a quorum as

“the number of members who must be present in order that business can be validly transacted,”

12
and it adds that “[t]he quorum refers to the number of members present, not to the number

actually voting on a particular question.”

Contrary to Defendants’ contention, this provision in Robert’s Rules does not answer the

question. It does not define the meaning of “present” or spell out how a member must be

present. It does not, on its face, address whether members must show up in person or whether

they can attend by proxy in order to establish a quorum. Rather, it simply makes clear that, in

determining whether there is a quorum, one looks to how many members are present at the

meeting, rather than to how many may vote on a particular question. It makes clear, in other

words, that a quorum is established by showing up; but it does not define how a member is

required to show up.

Plaintiffs respond by asserting that the “plain text of Article VII.F is clear” and, if it is

not, then other provisions in the Bylaws “reinforce the absence of a physical-presence

requirement.”

The provisions cited by Plaintiffs make clear that voting by proxy is authorized by the

Bylaws in certain circumstances (filling vacancies, amending the Bylaws) and disallowed in

others (assemblies and conventions); and the phrase “present by proxy” is used in certain

circumstances where voting by proxy is allowed. None of these provisions, however, on their

own shed much light on the issue before the Court, which is whether members must be present in

person to establish a quorum at special meetings such as the one in question.

Without deciding the issue on the merits – whether CRC members must be present in

person to establish a quorum at special meetings such as the one in question – I find that

Plaintiffs have plausibly stated a claim on this issue. Where, as here, the governing documents

13
appear to be ambiguous and subject to more than one reasonable interpretation, the issue needs to

be resolved on the merits through summary judgment or trial, rather than at the pleadings stage.

C. Three-Fifths Majority.

Defendants contend, next, that the August 24th special meeting failed to achieve the

required three-fifths margin to effect their removal from office.

The CRC has 414 members, and Plaintiffs allege that 182.16 of them were present at the

August 24th special meeting either in-person or by proxy. (Fractional votes are possible under

the CRC’s rules). (Complaint, ¶¶ 50-51). The members at the meeting voted to remove Williams

as Chairman by a vote of 161.67 to 12; to remove Scheppelman as Vice Chair by a vote of

162.67 to 11; and to remove Ferguson as Secretary by a vote of 164.33 to 10. (Complaint, ¶¶ 59-

61).

Removal of an officer is governed by Article V.C of the CRC Bylaws, which provides

(emphasis added):

Section C. Removal.

1. Any elected officer of the CRC may be removed from office at any
time for whatever cause the CRC may deem sufficient, by a vote of
three-fifths of the entire membership of the CRC eligible to vote at a
meeting called for that purpose.

2. Written notice giving the time, place and purpose of the meeting shall
be mailed to each member at least fifteen days before the meeting.

3. The action of the CRC shall be final.

Defendants contend that the language in bold above requires a vote of 3/5 of the entire

membership of the CRC, or 248 votes, to remove an officer – considerably more than the 160+

votes tallied to remove Williams, Scheppelman, or Ferguson. Plaintiffs respond that what is

required is, rather, a vote of 3/5 of those members who showed up at the meeting and who were

14
credentialed to vote; and they substantially exceeded that margin by posting tallies of about 89%

of those present.

The CRC bylaws constitute a contract between each member of the CRC and the entity,

P.F.P. Fam. Holdings, L.P. v. Stan Lee Media, Inc., 252 P.3d 1, 7 (Colo. App. 2010), and the

Court interprets contractual language is a matter of law, Ad Two, Inc. v. City & Cnty. of Denver

ex rel. Manager of Aviation, 9 P.3d 373, 376 (Colo. 2000). The primary goal of contract

interpretation is to determine and give effect to the intent of the parties, and that intent is to be

determined primarily from the language of the instrument itself. Id. Extraneous evidence is only

admissible to prove intent where the contract is ambiguous. Id. A contract’s terms are

ambiguous when they are susceptible to more than one reasonable interpretation. “The mere fact

that the parties may have different opinions regarding the interpretation of the contract does not

itself create an ambiguity in the contract.” Id.

The crux of the issue is, of course, the meaning of the phrase “by a vote of three-fifths of

the entire membership of the CRC eligible to vote at a meeting called for that purpose.” It is the

Court’s task to determine what the drafters of the Bylaws intended by that language, by looking

first to the sentence itself and then to the Bylaws as a whole.

The sentence strings together three separate phrases, with no commas in between: “by a

vote of three-fifths of the entire membership of the CRC,” “eligible to vote,” and “at a meeting

called for that purpose.”

Defendants urge the Court to give the sentence perhaps its most straightforward meaning,

essentially considering the first two phrases as a unit and the third separately: first, a vote of 3/5

of the entire eligible CRC voting membership is required (the CRC has both voting and

nonvoting members); second, the vote must take place at a meeting called for that purpose.

15
 Plaintiffs take the position that the first two phrases are limited by the third; and thus an

officer may be removed by far fewer voters, namely 3/5 of those eligible voters who showed up

at the meeting. They contend that, because a voting CRC member must be credentialed to vote,

either in person or by proxy, before the start of voting at any given meeting, the reference to

“three-fifths of the … membership eligible to vote at a meeting” must refer to a vote of 3/5 of

those who have been credentialed to vote at the meeting, rather than the potentially much larger

number of 3/5 of the entire voting membership. In light of the potential ambiguity of this

provision, the CRC members who showed up at the August 24th meeting took a voice vote,

determined that this provision is ambiguous, and then determined that Plaintiffs’ interpretation of

the provision is the correct one.

Article V.C, however, doesn’t refer to “those credentialed to vote”; it doesn't use the

word “credentialed” at all. Instead, it refers to “three-fifths of the entire membership of the CRC

eligible to vote.”

I conclude that, under the plain language of Article V of the bylaws, Defendants’

position, and not Plaintiffs’, is correct as a matter of law. Defendants’ interpretation of article

V.C is straightforward and does not require the court to insert words that were not used or to

ignore words that were used. Simply put, in order to remove an officer, there must be a vote of

3/5 of the entire eligible CRC voting membership, and the vote must take place at a meeting

called for that purpose.

In contrast, Plaintiffs’ position requires the Court to ignore the reference to the “entire

membership” of the CRC. Their position is, basically, that removal of an officer requires a vote

of 3/5 of those who show up at the meeting. But, if that was what the Bylaws’ authors intended,

there would have been no reason to refer to “the entire membership of the CRC”; they could

16
have simply required the vote of “3/5 of those eligible (or credentialed) to vote at the meeting.”

Essentially, Plaintiffs’ interpretation requires that the words “entire membership” be written out

of Article V.C.

This interpretation of article V.C is also consistent with the structure of the bylaws as a

whole. As Plaintiffs note, removal of officers is one of three significant actions referenced in the

Bylaws that require a supermajority vote. A 2/3 supermajority vote is needed to amend the

Bylaws, and a vote of ¾ of the “total membership” is required for the CRC to opt out of

Colorado’s primary elections and nominate candidates by party conventions. See Art.’s XX.A,

VII.C. Of these two, only one requires a vote of a supermajority of the “total” CRC

membership; thus, Article V.C appears to be one of only two provisions in the CRC Bylaws that

require a supermajority vote of the “entire” or “total” CRC membership.

As Plaintiffs note, the language of these provisions, and the procedures they set out,

differ from each other. Nonetheless, what is most significant to the Court is what is noted just

above: these provisions are alone in the Bylaws in requiring a supermajority vote, and Article

V.C is one of only two provisions in the Bylaws that require a supermajority vote and that

reference the “entire” or “total” CRC membership. That is significant, and it appears, at least to

this Court, to substantially reduce the likelihood that the Bylaws’ drafters intended Plaintiffs’

reading of Article V.C. While votes on other matters simply require a majority vote of those

who show up at a meeting (assuming a quorum is established), the Bylaws have singled out these

three significant actions for a supermajority vote, and only two of them for a supermajority vote

that references the “entire” or “total” membership. The reference to the “entire membership”

signifies the seriousness with which the drafters appear to have considered the prospect of a vote

to remove any of the CRC’s elected officers before completion of their two-year term.

17
 In contrast, were the Court to adopt Plaintiffs’ reading of Article V.C, the result would be

that CRC members would be able to remove an officer by a vote of, essentially, 1/5 of the voting

membership: a quorum is 1/3 of the membership, and members would be authorized to remove

an officer by a vote of 3/5 of that number, or 1/5 of the total membership. In light of the

provision’s reference to the “entire membership” of the CRC, it is hard to believe that is what

was intended.

Accordingly, I conclude, as a matter of law, that Defendants’ interpretation of Article 5 is

correct: there must be a vote of 3/5 of the entire eligible CRC voting membership, and the vote

must take place at a meeting called for that purpose.

This conclusion is not affected by the fact that those present at the August 24th special

meeting voted, purportedly, to find Article V.C ambiguous and then to clarify its meaning.

Plaintiffs purported to justify this vote on the basis of a provision of Robert’s Rules (attached as

Exhibit 2 to Plaintiffs’ response) which provides that an association may, by a majority vote,

clarify an ambiguity in its bylaws. However, that vote does not help Plaintiffs’ case. The

provision on which Plaintiffs rely provides that, absent an ambiguity in a bylaw, an association

cannot change the meaning of its bylaws except by amending the bylaws; and, even if a bylaw is

ambiguous, it must be interpreted in harmony with the other bylaws. Here, the provision at

issue, while less than crystal clear, is nonetheless unambiguous when construed in light of its

plain language and the Bylaws as a whole; and, furthermore, interpreting it in harmony with the

CRC's other bylaws compels the conclusion set forth above, not the one selected by the CRC

members who voted at the August 24th meeting.

As described above, Article V.C required a supermajority vote of the entire CRC voting

membership before Williams, Scheppelman, and Ferguson could be removed. It should be clear,

18
in this context, that a minority of members did not have the authority to eliminate the

requirement of a supermajority vote and thus give themselves the power to do what the Bylaws

forbade them from doing. The vote to remove Williams, Scheppelman, and Ferguson was not in

accordance with the CRC's Bylaws, and it is accordingly void and of no effect.

D. Requirement of a Separate Meeting to Fill Vacancies.

Defendants contend, next, that, even if their removal from office was effective, the

vacancies created by their removal could not be filled at the August 24 meeting but instead

required a separately called meeting. This contention is moot in light of the Court’s ruling

above. In light of the Court’s finding that the vote to remove Williams, Scheppelman, and

Ferguson as CRC officers was ineffective, there were no vacancies to be filled, and the votes to

fill the vacancies were likewise void and of no effect.

E. Other Alleged Irregularities.

Defendants contend, finally, that the August 24th meeting was improper because Watkins’

call for the August 24th special meeting suffered from various procedural irregularities. On this

issue, I find that Plaintiffs’ Complaint satisfies the Warne plausibility standard. Issues regarding

alleged procedural irregularities regarding the call for the August 24th meeting will need to be

resolved on the merits through summary judgment or trial, rather than at the pleadings stage.

CONCLUSION

For the reasons set forth above, IT IS ORDERED:

(A) Defendants’ motion to dismiss pursuant to Rule 12(b)(1) is DENIED IN PART and

RESERVED IN PART. The portion of the motion seeking dismissal based on the Court of

Appeals’ jurisdiction over the Arapahoe case is DENIED. The portions of the motion seeking

19
dismissal on the basis of C.R.S. 1-3-106 and on the issue of standing are RESERVED FOR

TRIAL.

(B) Defendants’ motion to dismiss pursuant to Rule 12(b)(5) is GRANTED IN PART

and DENIED IN PART. Dismissal is GRANTED with respect to Plaintiffs’ requests for the

following judicial declarations:

(1) That the CRC, at a special meeting held on August 24, 2024, properly

determined that Article V.C of the CRC Bylaws requires a vote of less than 3/5 of the

entire CRC voting membership in order to remove an officer;

(2) That the CRC, at a special meeting held on August 24, 2024, properly

removed Defendants David Williams, Hope Scheppelman, and Anna Ferguson from their

offices as CRC Chairman, Vice Chair, and Secretary;

(3) That the CRC, at the special meeting held on August 24, 2024, properly

elected Eli Bremer as CRC Chairman, Brita Horn as CRC Vice Chair, and Kevin

McCarney as CRC Secretary;

(4) That Plaintiff Eli Bremer is vested with the power and authority attendant on

the position of CRC Chairman; and

(5) That the actions taken by Defendants in their official CRC positions since

August 24, 2024, are void and of no effect.

Plaintiffs’ requests for the judicial declarations listed above are DISMISSED WITH

PREJUDICE. Defendants’ motion pursuant to Rule 12(b)(5) is DENIED in all other respects.

SO ORDERED September 25, 2024.

20
BY THE COURT:

___________________________
Eric Bentley
District Court Judge

21