Ashe v. Yale University

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Ashe v. Yale University

VICTOR H. ASHE ET AL. v. YALE UNIVERSITY
(AC 47443)
Cradle, C. J., and Alvord and Suarez, Js.

Syllabus

The plaintiffs, alumni of the defendant university, appealed from the trial
court’s judgment granting in part the defendant’s motion to dismiss, granting
the defendant’s motion for summary judgment and denying the plaintiffs’
motion for summary judgment. The defendant’s board of trustees included
six alumni fellows elected by alumni, a position created by an 1872 amend-
ment to the defendant’s charter. From 1929 until 2021, an alumnus could
utilize a petition process to be placed on the ballot as a candidate for
the alumni fellow position. After the petition process was eliminated, the
plaintiffs commenced the present action against the defendant, claiming a
violation of the Connecticut Revised Nonstock Corporation Act (§ 33-1000
et seq.) and breach of contract. On appeal, the plaintiffs claimed, inter alia,
that the court improperly determined that the plaintiffs lacked standing to
pursue their breach of contract claim because they were not third-party
beneficiaries of the defendant’s charter. Held:

The trial court properly granted the defendant’s motion for summary judg-
ment on the plaintiffs’ breach of contract claim on the ground that the
plaintiffs lacked standing, as, considering the language and circumstances
of the 1872 amendment, and the defendant’s course of conduct, the charter
permitted the defendant to regulate alumni fellow elections and did not
impose on the defendant an obligation to conduct alumni fellow elections
in a particular manner, and, because the purpose and motives behind the
1872 amendment were intended to benefit the defendant, not the plaintiffs,
the plaintiffs were not third-party beneficiaries of the charter for purposes
of standing.

The trial court properly granted the defendant’s motion to dismiss the count
of the plaintiffs’ complaint alleging ultra vires acts by the defendant in
instituting certain candidate restrictions and terminating the petition process
in violation of the Connecticut Revised Nonstock Corporation Act, as the
plaintiffs were not members of the defendant, a nonstock corporation, pursu-
ant to statute (§ 33-1038 (b) (1)), and, accordingly, the plaintiffs lacked
standing to bring a claim under the act.
Argued September 16—officially released December 2, 2025

Procedural History

Action to recover damages for, inter alia, breach of
contract, and for other relief, brought to the Superior
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Ashe v. Yale University

Court in the judicial district of New Haven and trans-
ferred to the judicial district of Hartford, Complex Liti-
gation Docket, where the court, Farley, J., granted in
part the defendant’s motion to dismiss; thereafter, the
court, Farley, J., denied the plaintiffs’ motion for sum-
mary judgment and granted the defendant’s motion for
summary judgment; judgment for the defendant, from
which the plaintiffs appealed to this court. Affirmed.

Eric Henzy, for the appellant (plaintiffs).

Jonathan M. Freiman, with whom was Gautam Rao,
for the appellee (defendant).

Opinion

ALVORD, J. The plaintiffs, Victor H. Ashe and Donald
G. Glascoff, Jr., alumni of the defendant, Yale Univer-
sity, appeal from the judgment of the trial court denying
their motion for summary judgment, granting the defen-
dant’s motion for summary judgment,1 and dismissing
their claim alleging ultra vires acts in violation of the
Connecticut Revised Nonstock Corporation Act (act),
General Statutes § 33-1000 et seq. On appeal, the plain-
tiffs claim that the court improperly (1) rendered sum-
mary judgment in favor of the defendant because the
court incorrectly determined that the plaintiffs lack
standing on the basis that they are not third-party bene-
ficiaries of the defendant’s charter, and (2) granted the
defendant’s motion to dismiss their ultra vires claim
because the court improperly determined that alumni
are not members within the meaning of the act and,
1
‘‘The denial of a motion for summary judgment is ordinarily not an
appealable final judgment; however, if parties file cross motions for summary
judgment and the court grants one and denies the other, this court has
jurisdiction to consider both rulings on appeal.’’ (Internal quotation marks
omitted.) Atlantic St. Heritage Associates, LLC v. Atlantic Realty Co., 216
Conn. App. 530, 533 n.1, 285 A.3d 1128 (2022).
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Ashe v. Yale University

thus, the plaintiffs lacked standing to bring the claim.2
We affirm the judgment of the trial court.
The following undisputed facts and procedural his-
tory are relevant to our resolution of this appeal. The
defendant is a Connecticut nonstock corporation gov-
erned by a board of trustees (board) consisting of nine-
teen members, including the president of the defendant;
ten successors to the trustees originally named in the
corporation’s charter (successor trustees), who elect
their own successors and are usually limited to two six
year terms; six ‘‘alumni fellows’’ elected by alumni and
limited to one six year term; and the governor and
lieutenant governor of Connecticut, who are ex officio
members. The alumni fellow position was created by an
1872 amendment to the defendant’s charter that allowed
eligible alumni to serve as members of the board. From
1872 to 1929, eligible alumni could nominate candidates
for the alumni fellow position and candidates with more
than twenty-five electors would appear on the ballot.
Beginning in 1929, alumni could utilize a petition pro-
cess by which they needed to obtain a certain number
of signatures to be placed on the ballot as a candidate
for the alumni fellow position. Over the years, the defen-
dant increased the number of signatures required by the
petition process and eventually eliminated the petition
process altogether in 2021. The elimination of the peti-
tion process leaves only one method for alumni to be
nominated for the alumni fellow position and that is
through the approval of the Alumni Fellow Nominating
Committee of the Yale Alumni Association (YAA Nomi-
nating Committee).
In its motion to dismiss, the defendant argued that the plaintiffs lacked
2

standing as to each of their claims. The trial court granted the motion to
dismiss as to count one and denied the motion to dismiss as to count three
‘‘without prejudice to its renewal in the context of the parties’ anticipated
cross motions for summary judgment.’’ The court did not issue a decision
on count two because the plaintiffs abandoned it during oral argument on
September 19, 2022.
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In March, 2022, the plaintiffs commenced the present
action by way of a three count complaint. In count one,
the plaintiffs claimed that the defendant’s ‘‘action in
instituting the candidate restrictions and terminating
the petition process violated the [act] and the charter,’’
thus constituting an ultra vires act. They claimed they
had standing as ‘‘members of [the defendant]’’ within
the meaning of General Statutes § 33-1038 (b) (1), which
provides standing to a member or director of a nonstock
corporation to challenge alleged ultra vires acts by the
corporation. In count two, they alleged breach of con-
tract in that the charter constitutes a contract between
the defendant and its alumni and that the defendant
breached that contract with respect to the rights
granted to alumni in the 1872 amendment by instituting
candidate restrictions and terminating the petition pro-
cess. In count three, the plaintiffs again alleged that
the defendant breached the contract by instituting the
candidate restrictions and terminating the petition pro-
cess, but asserted that the charter is a contract between
the defendant and the General Assembly, under which
the defendant assumed a direct obligation to the defen-
dant’s alumni with respect to the rights specified in the
1872 amendment.
On June 3, 2022, the defendant filed a motion to
dismiss all counts of the complaint, claiming that the
plaintiffs lacked standing to assert each of their claims.
The plaintiffs filed a memorandum of law in opposition.
On September 19, 2022, the court, Farley, J., heard oral
argument, during which the plaintiffs abandoned count
two of their complaint. In its December 14, 2022 order,
the court granted the motion to dismiss count one,
concluding ‘‘that the plaintiffs are not ‘members of [the
defendant]’ with standing to sue for ultra vires acts
under § 33-1038 (b) [(1)].’’ It determined that the defen-
dant’s charter clearly establishes that the only members
of the defendant corporation are the members of the
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Ashe v. Yale University

board. With respect to count three, the court denied
the motion to dismiss ‘‘without prejudice to its renewal
in the context of the parties’ anticipated cross motions
for summary judgment.’’
In June, 2023, the plaintiffs moved for summary judg-
ment on count three. Shortly thereafter, the defendant
also moved for summary judgment on count three and,
in response, the plaintiffs filed a memorandum in oppo-
sition to the defendant’s motion.
In their motion for summary judgment, the plaintiffs
argued that the language of the charter and the 1872
amendment make clear that the defendant and the Gen-
eral Assembly intended that the defendant would
assume an obligation ‘‘to allow all eligible alumni to
vote for alumni fellow positions and . . . to be eligible
to be alumni fellows.’’ Therefore, the plaintiffs argued,
alumni are third-party beneficiaries of the charter and
the defendant’s actions violated its terms with respect
to alumni rights when it imposed candidate restrictions
and terminated the petition process. In its motion for
summary judgment, the defendant argued, inter alia,
that the plaintiffs do not have standing as third-party
beneficiaries.3
3
The defendant also argued that the charter does not provide the plaintiffs
a private right of action, that its actions do not violate the charter, and that
the statute of limitations bars the breach of contract claim. As to whether
the defendant’s actions violate the charter, the court concluded that because
the plaintiffs lack standing to advance their claims that the defendant vio-
lated the charter, it lacked jurisdiction to adjudicate those claims.
Additionally, the court did not reach the issues of whether the charter
provides a private right of action or whether the plaintiffs’ claims are time
barred. On appeal, the defendant argues, as an alternative ground for
affirmance, that, even if the plaintiffs are third-party beneficiaries, they still
lack standing because ‘‘the charter is not just a private contract, but also
a legislative enactment, and one that does not contain a statutory private
right of action.’’ The defendant also argues, as an alternative ground for
affirmance, that, even if the plaintiffs have standing under the charter or
through the act, their challenges to ‘‘candidate restrictions,’’ including signa-
ture requirements for those looking to appear on the ballot, are time barred
under General Statutes § 52-576 because they were enacted more than twenty
years ago. Because we agree with the court that the plaintiffs lack standing
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Ashe v. Yale University

The court, Farley, J., held oral argument on the
motions for summary judgment on October 30, 2023.
In its February 26, 2024 memorandum of decision, the
court stated: ‘‘ ‘Yale University’ is a title used pursuant
to authority granted by the state ‘by the corporation
existing under the name of ‘‘The President and Fellows
of Yale College, in New Haven.’’ ’ 10 Spec. Acts 467,
No. 45 (1887). The roots of Yale College extend back
to the beginning of the eighteenth century when, in
1701, the general court of Connecticut granted several
self-appointed trustees the privilege of founding a colle-
giate school. Yale University v. New Haven, 71 Conn.
316, 326–27, 42 A. 87 (1899). In 1745, the general court
‘enacted, ordained and declared’ that the eleven trust-
ees of Yale College ‘shall be an incorporate society, or
body corporate, and politic, and shall hereafter be called
and known by the name of ‘‘The President and Fellows
of Yale College in [New Haven],’’ and that by the same
name they and their successors shall and may have
perpetual succession, and shall and may be persons
capable in the law to plead and be impleaded, defend
and be defended, and answer and be answered unto
. . . .’ ’’
‘‘In 1792, the general court appropriated funds ‘for
the use and benefit of Yale College in [New Haven]’ and,
if the grant was accepted, provided that ‘the Governor,
Lieutenant Governor, and six senior assistants in the
Council of this State’ shall be ‘trustees or fellows of
said college; and shall together with the present Presi-
dent and Fellows of said college, and their successors,
constitute one corporation, by the name, and style men-
tioned in the charter of said college . . . .’ ’’
The trial court noted: ‘‘The charter, as amended, was
confirmed by article eighth, § 1, of the Connecticut con-
stitution of 1818 and carried forward to the present.
to bring these claims, the defendant’s claim that it did not violate the charter
and its alternative grounds for affirmance need not be addressed.
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Ashe v. Yale University

. . . In 1819, the General Assembly reaffirmed the posi-
tions of the governor and lieutenant governor as trust-
ees, but replaced the ‘six senior assistants’ with ‘six
senior senators’ and provided that they, ‘together with
the President and Fellows of said college, and their
successors, constitute one corporation, by the name
and style mentioned in the charter of said college, with
all the powers and privileges, thereto pertaining, by
virtue of their charter, as modified by said act of the
legislature.’ . . .

‘‘In 1871, the General Assembly amended the charter
by eliminating the six senior senators as trustees and
providing for the election of six Yale alumni as trustees
in their stead. The plaintiffs’ claims arise out of the 1871
amendment, which the General Assembly reenacted in
1872 with revised language. The 1871 amendment was
in four sections, the first two addressing the election
of alumni fellows and §§ 3 and 4 providing that the
amendment was effective only upon the acceptance
and consent of the defendant and that future changes
also required the defendant’s consent. . . . Section 1
of the 1871 amendment provided for the first election
of alumni fellows to occur at the time of the 1872 com-
mencement. In pertinent part, § 1 provided that all
undergraduate alumni of five or more years and all
those with graduate degrees may ‘cast their votes, under
such regulations as the president and fellows . . . may
prescribe, for six persons to be chosen from among
such graduates’ to serve as trustees in place of the
six senior senators. Section 2 dealt with alumni fellow
elections to occur annually after 1872 and provided
that ‘every year as a vacancy occurs, [all undergraduate
alumni of five or more years and all those with graduate
degrees] shall, upon commencement day in the manner
heretofore prescribed, elect a person to fill the vacancy
. . . .’ On June 12, 1872, the legislature reenacted the
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1871 amendment, making certain revisions to the lan-
guage.4
‘‘Following the 1871 amendment, prior to the adop-
tion of the 1872 amendment, a notice appeared in The
New York Times on March 21, 1872, informing eligible
graduates of their right to ‘vote and be voted for in the
coming election.’ All had the right ‘to send . . . before
May 1, the names of six persons whom they desire to
nominate . . . . The names of all candidates thus nom-
inated by more than twenty five electors will be subse-
quently announced.’ . . . Those duly nominated then
appeared on the ballot for election at commencement
in July, 1872. This process, including the requirement
of twenty-five nominations to gain access to the ballot,
was followed until 1929. In 1929, the defendant adopted
regulations establishing two paths to being placed on
the ballot for election as an alumni fellow: nomination
by the predecessor to the YAA, and a petition process
in which all eligible alumni could participate. Over time,
additional regulations were adopted, which the plain-
tiffs refer to as ‘candidate restrictions.’
‘‘The plaintiffs allege the candidate restrictions
exceeded the defendant’s authority to prescribe regula-
tions for the election to the extent that they went
beyond regulating the voting procedure (‘time, place
and manner type provisions’) and regulated ‘who may
be voted for and who may put themselves up as a
candidate . . . .’ For example, beginning in 1929, only
three persons could be nominated by petition. Blank
spaces on the ballot, facilitating write-in votes, were
4
‘‘The defendant accepted this amendment in July, 1872. Of note, the 1872
amendment replaced the requirement of election by a majority in the 1871
amendment with election by a plurality. The changes also included moving
the election to the day prior to commencement instead of conducting it on
the day of commencement. Also, whereas § 2 of the 1871 amendment pro-
vided that the alumni ‘shall’ elect an eligible alumnus to fill a vacancy, the
1872 amendment provides that the alumni ‘may’ do so.’’
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Ashe v. Yale University

eliminated in 2002. The number of signatures required
to petition onto the ballot increased from 50 in 1929 to
250 in 1959. In 2002, the defendant adopted a regulation
providing that a petitioning candidate needed signa-
tures from 3 percent of the previous year’s electorate
to gain access to the ballot. The petition process was
used infrequently over the years, but recently alumni,
including [Ashe], have sought to use the petition pro-
cess. [Glascoff] claims he had intended to run for elec-
tion but has been deterred by the defendant’s most
recent decision to eliminate the petition process alto-
gether.
‘‘In the 2021 election, [Ashe] and another alumna
obtained enough petition signatures to qualify for the
ballot. The other petitioning candidate had to drop out
for unrelated reasons and [Ashe] was unsuccessful in
the election. Immediately following that election, the
defendant announced the elimination of the petition
process. In announcing this change, the defendant cited
its concern about the emergence of ‘issues-based candi-
dacies, with intense campaigning by petitioners who
are materially supported by organizations that seek to
advance specific platforms.’ The defendant expressed
the view that such candidacies ‘would do profound
disservice to the university by distorting the very nature
of what a Yale trustee must be: a fiduciary.’ The defen-
dant also expressed a concern that the election process
might become costly and contentious, discouraging
good candidates from participating. Eliminating the
petition process left only endorsement by the YAA
Nominating Committee as a path to being elected as
an alumni fellow. The plaintiffs consider this an effort
by the defendant to stifle the representation of alterna-
tive views on the [board] and otherwise control the
composition of the board.’’ (Citations omitted; empha-
sis omitted; footnote altered; footnote in original; foot-
notes omitted.) On the basis of the foregoing, the court
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determined that the plaintiffs are not third-party benefi-
ciaries to the defendant’s charter and, accordingly,
granted the defendant’s motion for summary judgment
and denied the plaintiffs’ motion for summary judg-
ment. This appeal followed.
I
The plaintiffs first claim that the court improperly
determined that the plaintiffs are not third-party benefi-
ciaries to the defendant’s charter and, thus, lacked
standing to bring the breach of contract action. The
plaintiffs assert that ‘‘[t]he language of the 1872 amend-
ment, the circumstances surrounding its drafting, legis-
lative approval and adoption by the defendant, and the
149 year course of conduct that followed clearly estab-
lish that the purpose of the 1872 amendment was to
provide alumni discretion in selecting alumni fellows,
including the ability to directly nominate candidates
. . . .’’ Therefore, they contend, alumni are third-party
beneficiaries of the 1872 amendment because the par-
ties to the charter, the defendant and the General
Assembly, intended the defendant to assume a direct
obligation to alumni in connection with these rights.
We are not persuaded.
We begin by setting forth the well settled standard
of review and legal principles governing our resolution
of this claim. Summary judgment ‘‘shall be rendered
forthwith if the pleadings, affidavits and any other proof
submitted show that there is no genuine issue as to any
material fact and that the moving party is entitled to
judgment as a matter of law.’’ Practice Book § 17-49.
‘‘In seeking summary judgment, it is the movant who
has the burden of showing the nonexistence of any
issue of fact. The courts are in entire agreement that
the moving party for summary judgment has the burden
of showing the absence of any genuine issue as to all
the material facts, which, under applicable principles
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Ashe v. Yale University

of substantive law, entitle him to a judgment as a matter
of law. The courts hold the movant to a strict standard.
To satisfy his burden the movant must make a showing
that it is quite clear what the truth is, and that excludes
any real doubt as to the existence of any genuine issue
of material fact. . . . As the burden of proof is on the
movant, the evidence must be viewed in the light most
favorable to the opponent. . . . When documents sub-
mitted in support of a motion for summary judgment
fail to establish that there is no genuine issue of material
fact, the nonmoving party has no obligation to submit
documents establishing the existence of such an issue.
. . . Once the moving party has met its burden, how-
ever, the opposing party must present evidence that
demonstrates the existence of some disputed factual
issue. . . . It is not enough, however, for the opposing
party merely to assert the existence of such a disputed
issue. Mere assertions of fact . . . are insufficient to
establish the existence of a material fact and, therefore,
cannot refute evidence properly presented to the court
under Practice Book § [17-45]. . . . Our review of the
trial court’s decision to grant . . . [a] motion for sum-
mary judgment is plenary.’’ (Internal quotation marks
omitted.) United Cleaning & Restoration, LLC v. Bank
of America, N.A., 225 Conn. App. 702, 716, 317 A.3d
2 (2024).
‘‘Standing is the legal right to set judicial machinery
in motion. One cannot rightfully invoke the jurisdiction
of the court unless he [or she] has, in an individual or
representative capacity, some real interest in the cause
of action, or a legal or equitable right, title or interest
in the subject matter of the controversy. . . . [If] a
party is found to lack standing, the court is consequently
without subject matter jurisdiction to determine the
cause. . . . We have long held that because [a] determi-
nation regarding a trial court’s subject matter jurisdic-
tion is a question of law, our review is plenary. . . .
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Ashe v. Yale University

In addition, because standing implicates the court’s sub-
ject matter jurisdiction, the issue of standing is not
subject to waiver and may be raised at any time.’’ (Inter-
nal quotation marks omitted.) Hilario’s Truck Center,
LLC v. Rinaldi, 183 Conn. App. 597, 603, 193 A.3d 683,
cert. denied, 330 Conn. 925, 194 A.3d 776 (2018).
‘‘[I]t is the burden of the party who seeks the exercise
of jurisdiction in his favor . . . clearly to allege facts
demonstrating that he is a proper party to invoke judi-
cial resolution of the dispute. . . . It is well established
that, in determining whether a court has subject matter
jurisdiction, every presumption favoring jurisdiction
should be indulged.’’ (Citation omitted; internal quota-
tion marks omitted.) Id.
‘‘It is well settled that one who [is] neither a party
to a contract nor a contemplated beneficiary thereof
cannot sue to enforce the promises of the contract
. . . .’’ (Internal quotation marks omitted.) Dow & Con-
don, Inc. v. Brookfield Development Corp., 266 Conn.
572, 579, 833 A.2d 908 (2003). ‘‘A [third-party] benefi-
ciary may enforce a contractual obligation without
being in privity with the actual parties to the contract.
. . . Therefore, a [third-party] beneficiary who is not
a named obligee in a given contract may sue the obligor
for breach.’’ (Citation omitted; internal quotation marks
omitted.) Hilario’s Truck Center, LLC v. Rinaldi,
supra, 183 Conn. App. 604.
‘‘Whether a party is a third-party beneficiary of a
contract is a question of the intent of the contracting
parties. . . . When the language of a contract is ambig-
uous, the determination of the parties’ intent is a ques-
tion of fact . . . . [When] there is definitive contract
language, [however] the determination of what the par-
ties intended by their contractual commitments is a
question of law. . . . It is implicit in this rule that the
determination as to whether contractual language is
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Ashe v. Yale University

plain and unambiguous is itself a question of law subject
to plenary review. . . . We accord the language
employed in the contract a rational construction based
on its common, natural and ordinary meaning and usage
as applied to the subject matter of the contract. . . .
Where the language is unambiguous, we must give the
contract effect according to its terms. . . . A contract
is unambiguous when its language is clear and conveys
a definite and precise intent. . . . The court will not
torture words to impart ambiguity where ordinary
meaning leaves no room for ambiguity. . . . Moreover,
the mere fact that the parties advance different interpre-
tations of the language in question does not necessitate
a conclusion that the language is ambiguous. . . . In
contrast, a contract is ambiguous if the intent of the
parties is not clear and certain from the language of
the contract itself. . . . [A]ny ambiguity in a contract
must emanate from the language used by the parties.
. . . The contract must be viewed in its entirety, with
each provision read in light of the other provisions . . .
and every provision must be given effect if it is possible
to do so. . . . If the language of the contract is suscepti-
ble to more than one reasonable interpretation, the
contract is ambiguous. . . .
‘‘[O]ur courts have continued to refer to the intent
of the parties to create a direct obligation between the
promisor and the beneficiary as the test for determining
whether a nonparty to the contract is a third-party bene-
ficiary thereof. . . . In determining whether a person
has a right of action as a third-party beneficiary, [t]he
ultimate test to be applied . . . is whether the intent
of the parties to the contract was that the promisor
should assume a direct obligation to the third-party
[beneficiary] and . . . that intent is to be determined
from the terms of the contract read in the light of the
circumstances attending its making, including the
motives and purposes of the parties. . . . Further, [t]he
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intention of the parties to a contract is to be determined
from the language used interpreted in the light of the
situation of the parties and the circumstances con-
nected with the transaction. The question is not what
intention existed in the minds of the parties but what
intention is expressed in the language used.’’ (Citations
omitted; emphasis in original; internal quotation marks
omitted.) United Cleaning & Restoration, LLC v. Bank
of America, N.A., supra, 225 Conn. App. 717–18.
In its decision, the court ‘‘[found] that the evidence
presented concerning the circumstances surrounding
the 1871 and 1872 amendments, including the motives
and purposes of the parties, [was] inconclusive as to
whether the plaintiffs hold third-party beneficiary status
under the charter as it concerns alumni fellow elec-
tions.’’ Therefore, to determine whether the plaintiffs
have standing as third-party beneficiaries, the court
moved to the merits of the parties’ dispute over whether
the defendant may exercise regulatory authority over
the entire alumni fellow election process under the
charter. After reviewing the language, circumstances,
and the defendant’s course of conduct, the court con-
cluded that ‘‘the charter . . . permits the defendant to
regulate [alumni fellow elections] . . . [and] does not
impose on the defendant an obligation to conduct
alumni fellow elections in a particular manner.’’ It fur-
ther determined that the purpose and motives behind
the 1872 amendment were intended to benefit the defen-
dant, not the plaintiffs. Therefore, the court concluded
that the plaintiffs were not third-party beneficiaries for
purposes of standing.
We first consider the plaintiffs’ argument that the
trial court improperly interpreted the text of the 1872
amendment. They assert that the defendant had to have
assumed a direct obligation to alumni because, in the
1872 amendment, ‘‘alumni were by name granted spe-
cific rights to ‘cast their votes, under such regulations
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Ashe v. Yale University

as the president and fellows, may prescribe, for six
persons to be chosen from among such graduates
. . . .’ ’’ (Emphasis in original.)

We agree with the following analysis and determina-
tion provided by the court. ‘‘The 1871 and 1872 amend-
ments to the defendant’s charter must be read in the
overall context of the charter. From the outset of [the
defendant’s] existence, the [board] has had broad regu-
latory authority over the management and administra-
tion of its affairs. The 1745 act gave the defendant its
charter and endowed it with corporate status. Yale Uni-
versity v. New Haven, supra, 71 Conn. 326–27. The act
provided that the defendant ‘shall have the government,
care and management of the said College, and all the
matters and affairs thereunto belonging, and shall have
power, from time to time, as occasion shall require, to
make, ordain and establish all such wholesome and
reasonable laws, rules and ordinances . . . as they
shall think fit and proper, for the instruction and educa-
tion of the students, and ordering, governing, ruling,
and managing the said College and all matters, affairs
and things thereunto belonging . . . .’ The 1871 and
1872 amendments reference that authority by recogniz-
ing the defendant’s right to prescribe regulations in
connection with the election of alumni fellows. The
amendments contain no language purporting to narrow
the broad scope of the defendant’s right to self-gover-
nance established in the 1745 charter. Nor do the
amendments themselves include any regulations con-
cerning the manner in which alumni fellow elections
were to be conducted. Absent some inconsistency
between the broad language contained in the 1745 char-
ter and the 1871 and 1872 amendments, the defendant’s
authority to prescribe regulations in connection with
the election of alumni fellows is as broad and unlimited
as it is with respect to the rest of the defendant’s affairs.
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‘‘The plaintiffs construe the language of the 1872
amendment to restrain implicitly the defendant’s other-
wise broad regulatory authority. They argue that the
placement of the phrase ‘under such regulations as the
president and fellows, may prescribe’ in § 1 of the
amendment must be construed to restrict the defen-
dant’s regulatory authority to time, place and manner
considerations. The plaintiffs argue that the defendant
has no power to regulate alumni access to the ballot.
The plaintiffs’ argument rests upon their view that the
phrase ‘under such regulations as the president and
fellows, may prescribe’ applies only to the casting of
votes and not to the nomination process. Section 1 of
the 1872 amendment states that eligible alumni ‘may
. . . cast their votes, under such regulations as the
president and fellows, may prescribe, for six persons
to be chosen from among such graduates . . . .’ The
plaintiffs invoke the last antecedent rule to argue that
the defendant’s power to regulate is limited to alumni
‘cast[ing] their votes’ and does not apply to the ‘persons
to be chosen.’ ’’
The court noted that the plaintiffs invoked the last
antecedent rule by asserting that the placement of the
phrase ‘‘under such regulations as the president and
fellows, may prescribe’’ contained in § 1 of the amend-
ment must be construed as restricting the defendant’s
regulatory authority to time, place, and manner consid-
erations. (Internal quotation marks omitted.) The court,
however, determined that the last antecedent rule does
not apply in this context because it applies only when
there are several antecedents that precede the limiting
clause. ‘‘Cast their votes’’ serves as the only antecedent
to the limiting phrase.5
5
The court relied on the last antecedent rule, which is ‘‘a principle of
contract and statutory interpretation pursuant to which a limiting clause or
phrase is read as modifying only the noun or phrase that immediately pre-
cedes it . . . unless the limiting language is separated from the preceding
noun or phrase by a comma, in which case one may infer that the qualifying
phrase is intended to apply to all its antecedents, not only the one immedi-
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The court further noted that ‘‘the language the court
must construe appears in § 2 of the 1872 amendment,
not § 1. The plaintiffs, focused on § 1 and the last ante-
cedent rule, argue that the defendant’s authority to regu-
late is limited to the casting of votes and the amendment
‘does not grant [the defendant] the power to regulate
elections.’ . . . Section 2 provides, in relevant part,
that, in the event of a vacancy, eligible alumni ‘may,
upon the day next preceding commencement day, in
the manner heretofore prescribed, elect by a plurality
of votes a person to fill the vacancy . . . .’ ’’
The court explained: ‘‘The modifying phrase ‘in the
manner heretofore prescribed’ can logically refer only
to the election of a person to fill the vacancy. While
not dispositive of the issue, because § 2 does incorpo-
rate § 1’s modifying phrase, this undermines the plain-
tiffs’ grammatical analysis given in support of their posi-
tion that the defendant’s regulatory authority applies
only to the time, place and manner of the casting of
votes and does not apply to the election as a whole.’’
(Emphasis omitted.)
We agree with the court that the phrase ‘‘in the man-
ner heretofore prescribed’’ encompasses the modifying
phrase in § 1 of the amendment and that it ‘‘can logically
refer only to the election of a person to fill the vacancy.’’
Moreover, § 2 is the only section that addresses elec-
tions to fill vacancies, as § 1 discusses the election of
alumni fellows in the year 1872 and provides in part
‘‘for six [candidates] to be chosen from among such
graduates.’’ Additionally, the phrase ‘‘in the manner
heretofore prescribed’’ contained in § 2 modifies ‘‘elect
by a plurality of votes a person to fill the vacancy.’’
Although the term ‘‘elect’’ in § 2 may refer to the broader
election process, inclusive of nomination procedures,
ately preceding it. (Citations omitted; internal quotation marks omitted.)
Karas v. Liberty Ins. Corp., 335 Conn. 62, 102–103, 228 A.3d 1012 (2019).’’
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the phrase ‘‘by a plurality of votes . . . to fill the
vacancy’’ indicates that this phrase likely refers to the
casting of votes only, and not to the phrase ‘‘to be
chosen from among such graduates,’’ contained in § 1.
Therefore, it would not be reasonable to conclude that
§ 2, which concerns electing an alumni fellow by a plu-
rality of votes to fill recurring vacancies, encompasses
the manner in which candidates were to be nominated
in 1872.
The court further noted that, ‘‘[o]ther than their analy-
sis based on the last antecedent rule, the plaintiffs cite
no language in the 1872 amendment that limits the
defendant’s broad regulatory authority over the man-
agement and affairs of the university in the context of
alumni fellow elections. In support of the proposition
that the defendant’s authority extends no further than
the time, place and manner of voting, the plaintiffs cite
no language at all. The amendment contains no such
explicit restriction, and the plaintiffs offer only the last
antecedent rule to support their argument that the
restriction they advocate is implicit in the language of
the amendment. There are things the charter would
unambiguously prohibit. For example, the defendant
cannot unilaterally eliminate the position of alumni fel-
low, change the eligibility requirements, or prevent eligi-
ble alumni from voting. The amendment, however, is
silent on the nomination process. It does not require a
petition process and does not prohibit the defendant’s
involvement in the nomination process.’’
We agree with the court’s determination that the 1872
amendment does not contain any explicit restriction
over the defendant’s authority to regulate the alumni
fellow nomination process. We also agree with the court
that ‘‘the amendment’s placement of the modifying
phrase ‘under such regulations as the president and
fellows, may prescribe’ arguably diminishes its clarity.’’
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Therefore, the court properly considered and was per-
suaded by ‘‘[o]ther indicia . . . that it was intended
that the defendant would have the authority to regulate
the entire election process, not just the time, place and
manner of voting,’’ as the plaintiffs claim.
The plaintiffs next argue that ‘‘[t]he circumstances
attending the making of the 1872 amendment further
support that alumni are intended third-party beneficiar-
ies of the charter.’’ The plaintiffs assert that it is implied
that the parties to the 1872 amendment did not intend
for the defendant to have control over the election of
the alumni fellows, providing the following as support
for this claim. First, the defendant knew how to create
a fully self-perpetuating board but, instead, ‘‘expressly
created a board that is not a fully self-perpetuating
governing body, and expressly granted direct rights to
alumni to elect alumni fellows and to put themselves
forward as candidates for the alumni fellow positions.’’
Second, the plaintiffs claim that the amendment was
intended to benefit alumni because ‘‘granting to alumni
. . . the right to vote for alumni and the eligibility for
the alumni fellow positions was a response to demands
from alumni that alumni be given a direct voice in gover-
nance of the defendant . . . .’’ They allege that the
‘‘Young Yale’’ movement and efforts seeking to modern-
ize the university and include more alumni representa-
tion show that ‘‘[t]here was a specific intention to create
a countervailing voice to the successor trustees on
the board.’’
We agree with the following analysis and conclusion
of the trial court related to the circumstances sur-
rounding the creation of the 1872 amendment. ‘‘The
plaintiffs do not argue that the charter explicitly estab-
lishes a direct obligation to eligible alumni, but argue
such a direct obligation is implicit in the charter’s lan-
guage and is reflected in the circumstances surrounding
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the adoption of the 1871 and 1872 amendments. Regard-
ing the latter, the plaintiffs cite evidence that in the
1860s and early 1870s, a movement called ‘Young Yale’
emerged seeking to modernize the university and
increase alumni involvement in the management of the
university. A leader within this movement, W. W.
Phelps, was among the first group of alumni fellows
elected. By their own admission, however, the ‘principal
evidence’ the plaintiffs rely upon is the ‘plain language
of the charter itself.’ The charter does confer a benefit
upon eligible alumni—the opportunity to participate in
the management of the university by casting votes and
proffering themselves as candidates in alumni fellow
elections. The plaintiffs argue it may be inferred that
the benefit so bestowed was a direct response to the
demands of Young Yale and thus was intended to create
an obligation to the alumni on the part of the defendant.
‘‘The defendant has submitted evidence tracing the
origin of the change in governance at Yale to an 1866
article in The New Englander authored by the Reverend
Theodore Woolsey, Yale’s president from 1846 to 1871.
In the article, Woolsey reviews changes made to the
charter of Harvard College in 1866. The Harvard charter
had been amended by the Massachusetts legislature to
provide that Harvard alumni would elect members of
the Board of Overseers, which regulated the affairs of
the corporation. In that context, Woolsey considered
whether Yale would benefit from a similar change in
governance. He observed that the ‘principal defect’ in
the defendant’s charter, as most recently amended in
1819, was that the senators serving as fellows ‘in general
[took] little interest’ in the positions they held and
reflected their disinterest by their lack of participation
in the meetings of the corporation. This lack of interest
had been evident since 1828, when senate terms were
limited to one year and reelection was not the norm.
The corporation met only once each year in that era,
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so senators on the board would attend, at most, one
meeting and then be replaced. In Woolsey’s view,
replacing the senators with graduates elected by other
graduates would result in ‘greater interest, punctuality,
knowledge, sense of responsibility, and devotion to the
welfare of the institution . . . .’
‘‘The defendant’s charter was amended on July 6,
1871, to provide for the election of alumni fellows. On
May 2[5], 1871, weeks before the amendment was
adopted, an article appeared in The Nation addressing
the proposed change to the charter. D. C. Gilman, ‘Pro-
posed Change in the Corporation of Yale College,’ The
Nation, May 2[5], 1871, pp. 355–56. The article reaffirms
that Woolsey, who was about to retire as president, had
originally proposed alumni participation in the gover-
nance of the university. Marshall Jewell, then the gover-
nor of the state, formally proposed amending the char-
ter. The article quotes Jewell as follows: ‘The
Corporation now consists of eleven gentlemen, who
fill vacancies in their own number, and the governor,
[lieutenant governor], and six senators of the State.
While the interest and representation of the State in
this venerable college is very large, its official connec-
tion with it is, in fact, almost nominal, as it is rarely
the case that any of the six senators attend meetings
of the Corporation. The great body of the graduates,
who have a deep interest in the college, and, being
scattered throughout every State, can wield the strong-
est influence for its welfare, have no direct voice in its
management. I therefore suggest whether it would not
be well for the State, the college, and the alumni at
large to surrender to the latter one-half of the State
representation in its Board of Corporation—the new
members to be elected by the alumni to serve for four
years . . . .’
‘‘The article’s author, a Yale professor and former
Yale librarian, summarized the events leading up to the
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change in governance as follows: ‘[I]t must be admitted
that the Corporation has lost the moral support of large
numbers of the graduates, who are clamorous for a
change. These graduates are not the younger graduates
only. Some of the best men in the land are among
the number. Nor should it be forgotten that it was the
President of the college himself, ripe in experience,
conservative by nature and by habit, and devoted to
the promotion of the college, who first proposed the
reconstruction of the Corporation. This he did several
years ago in his famous New Englander article. His
views, which were met at first with distrust, dissent, and
opposition, have at last been very generally accepted
by the friends and graduates of the institution, and his
administration seems likely to close with the achieve-
ment of this crowning glory. Any one can see that some
change must soon take place, or the present Corpora-
tion will fail to receive the support of the graduates;
so far, at least, as this—that future gifts will be made
under such restrictions and limitations as to leave the
trustees but the slightest amount of discretion in respect
to their management.’ The article concludes with the
only contemporaneous evidence regarding the nomina-
tion process, suggesting that ‘the details of arrange-
ments in respect to the methods of nomination and
election should be left to the president and fellows,
who may be trusted to act in good faith.’
‘‘Certain aspects of the surrounding circumstances
support the plaintiffs’ theory that the reform in gover-
nance was undertaken to assuage disgruntled alumni
who demanded a meaningful role in the management of
the university in exchange for their continued financial,
practical and moral support. In this respect, the change
in governance might be viewed as primarily directed
to benefit the alumni. Other aspects, particularly the
rationale offered by Woolsey, the amendment’s princi-
pal proponent, support the view that the defendant
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sought, for its own benefit, to modernize its manage-
ment and solicit the assistance of alumni who could be
counted on to bring knowledge, skill and devotion to
the effort, in contrast to the historically disinterested
involvement of the senators. In this respect, the change
in governance was adopted purely for the defendant’s
benefit, and the benefit conferred upon alumni was
incidental. The plaintiffs bear the burden to establish
standing as third-party beneficiaries. . . . Cognizant of
that burden, the court finds that the evidence presented
concerning the circumstances surrounding the 1871 and
1872 amendments, including the motives and purposes
of the parties, is inconclusive as to whether the plaintiffs
hold third-party beneficiary status under the charter as
it concerns alumni fellow elections.’’ (Citations omit-
ted.)
We now consider the plaintiffs’ argument that the
defendant’s repeated performance of allowing alumni
to put themselves forward as candidates for the past
149 years demonstrates its intent that alumni have the
right to nominate candidates for alumni fellow posi-
tions. The court determined that ‘‘[t]he defendant’s
course of conduct prior to 1929, in 1929, and thereafter
until the present reflects a construction of the charter
that permits the defendant to regulate access to the
ballot.’’ We agree with the following determination
made by the court.
‘‘It is of some significance that the first alumni fellow
election involved a degree of regulation applied to limit
access to the ballot. Prior to the first alumni fellow
election scheduled for July, 1872, and prior to the adop-
tion of the 1872 amendment in June, 1872, a notice
appeared in The New York Times on March 21, 1872,
informing eligible graduates of their right to ‘vote and
be voted for in the coming election.’ All had the right
‘to send . . . before May 1, the names of six persons
whom they desire to nominate . . . . The names of all
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candidates thus nominated by more than twenty five
electors will be subsequently announced.’ . . . The
defendant restricted access to the ballot by requiring
twenty-five nominations as a prerequisite to appearing
on the ballot. The defendant placed this restriction on
the process pursuant to the language contained in the
1871 amendment, before the adoption of the 1872
amendment, and there was no change to the relevant
language in the 1872 amendment. If the defendant had
misconstrued its authority to regulate access to the
ballot, one would have expected that error to be cor-
rected when the 1872 amendment was adopted. The
defendant has consistently exercised regulatory author-
ity over the nomination process since then. The petition
process instituted in 1929, whose elimination prompted
the plaintiffs’ lawsuit, is itself an example of the defen-
dant’s exercise of regulatory authority over the nomina-
tion process. At the same time, in 1929, the defendant
introduced the process of screening a certain number of
alumni fellow nominations through YAA’s predecessor.
The plaintiffs take no exception to the defendant’s exer-
cise of its authority to establish these procedures but
complain only that one of them has been taken away.

‘‘The plaintiffs argue that the intent of the parties
upon adopting the 1871 and 1872 amendments to the
charter was that the defendant would have no authority
to regulate access to the ballot. The amendments them-
selves provide no regulation of the nomination process.
The plaintiffs’ construction of the amendments would
provide all eligible alumni with unrestricted access to
the ballot. In an unregulated nomination process, the
election ballots could easily grow to an unwieldy size
and the required plurality could be achieved with a
distinct minority of the votes cast. Construing the
amendments to allow such unfettered access to the
ballot appears unreasonable. The plaintiffs seek to
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Ashe v. Yale University

avoid this unreasonable result by highlighting the quali-
tative change introduced by the elimination of the peti-
tion process—an end to what they characterize as
‘direct access’ to the ballot. They seek a restoration of
the petition process, requesting in their prayer for relief
an injunction against future alumni fellow elections ‘as
long as the petition process is not in place . . . .’

‘‘[The plaintiffs] do not explain, however, where the
defendant obtains the authority to regulate the nomina-
tion process by imposing a petition process on alumni
fellow nominations, by establishing a threshold for gain-
ing access to the ballot, or by imposing any other
restraint. Their construction of the charter is that the
defendant may only regulate the time, place and manner
of voting and may not regulate who may stand for elec-
tion and be elected. And yet they ask the court to order
the defendant to reinstate the petition process, pursuant
to which access to the ballot is restricted by a require-
ment that nominees achieve a threshold number of sig-
natures to have their name placed on the ballot. While
the plaintiffs seek the removal of other ‘candidate
restrictions,’ the restrictions they complain of do not
include imposing a prerequisite threshold of nomination
or petition signatures needed to gain access to the bal-
lot, nor do the plaintiffs seek to eliminate the path for
nominations through the YAA created in 1929. Estab-
lishing the procedure for the nomination of candidates
by the YAA was also a form of regulating access to
the ballot.

‘‘The plaintiffs argue that the defendant’s course of
conduct since 1872 reflects a construction of the charter
that is consistent with their view that the process estab-
lished in 1929 must continue. What the course of con-
duct reveals, however, is that the defendant has always
exercised control over access to the ballot. The very
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Ashe v. Yale University

first election, in 1872, was conducted under the restric-
tion that only those with twenty-five or more nomina-
tions would have their names placed on the ballot. The
plaintiffs argue, however, that this threshold require-
ment is consistent with ‘direct access’ to the ballot,
meaning that only other eligible alumni had the ability
to screen candidates and prevent them from accessing
the ballot. Eliminating such direct access6 is what vio-
lates the charter, according to the plaintiffs. If so, the
defendant improperly imposed itself on the process in
1929, when it created a path to access the ballot through
YAA’s predecessor. Adopting that procedure did not
eliminate direct access to the ballot, but it did intrude
upon the screening power the plaintiffs ascribe only
to eligible alumni. It manifests, within the defendant’s
course of conduct, the defendant’s recognition of its
authority to regulate alumni fellow elections pursuant
to the charter. . . .
6
The court also found that the 1871 and 1872 amendments do not contain
language requiring ‘‘direct access’’ and that the case relied upon by the
plaintiffs is therefore distinguishable from the present case. Specifically,
the court found that, ‘‘[i]n Healy v. Loomis Institute, 102 Conn. 410, 128 A.
774 (1925), the attorney general sought an injunction requiring the defendant
to educate girls as well as boys. The court held the defendant was required
to do so. One factor supporting that conclusion was that the defendant had
educated girls for the first nine years of its existence. . . . In Healy, how-
ever, the language of the charter made this conclusion inescapable. The
charter provided that the defendant ‘should furnish free and gratuitous
instruction for ‘‘all persons’’ between the ages of twelve and twenty-one
. . . .’ Id., 415. ‘In every section of the charter the reference to those who
are to be benefited is to ‘‘persons,’’ and in no instance is there a limitation
of the sex of the persons to be benefited.’ . . . The education of girls for
the first nine years was ‘persuasive evidence’ that the court was correct.
. . . ‘[E]ven more persuasive and conclusive consideration is found in the
language of § 2 [of the charter]: ‘‘But no person shall be admitted as a
student in said Institute until he or she shall be adjudged, on examination,
capable . . . .’’ ’ Id., 417. In contrast to this explicit reference to female
persons in that charter, there is no language in the defendant’s charter
requiring unmitigated access to the ballot. The plaintiffs’ characterization
of the defendant’s course of conduct in the present case, as reflecting a
requirement that ‘direct access’ to the ballot be provided, cannot be attached
to any language in the defendant’s charter.’’ (Citations omitted.)
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‘‘The defendant’s course of conduct prior to 1929, in
1929, and thereafter until the present reflects a con-
struction of the charter that permits the defendant to
regulate access to the ballot. It does not bind the defen-
dant to maintain a particular nomination process indefi-
nitely. The fact that the defendant created two paths
to the ballot in 1929, one ‘direct’ and one ‘indirect,’ does
not make either path compulsory. Either the defendant
has the authority to regulate the nomination process,
or it does not. Its course of conduct, as well as the
language of the charter, reflects an understanding that
it does have that authority. If it does, then it is not the
court, but the defendant and the legislature that the
plaintiffs must prevail upon to adopt the nomination
process they desire. The defendant has eliminated nei-
ther alumni access to the ballot nor the right to vote.
The defendant is exerting a degree of control over the
process by requiring that all nominations come through
the YAA Nominating Committee. The defendant’s
motives may be enlightened or self-interested, but it is
not the court’s role to police the defendant’s motives.
The court’s role is to determine whether the charter
permits the defendant to regulate alumni fellow elec-
tions. The court concludes that it does.’’ (Citation omit-
ted; footnote added; footnote omitted.)

On the basis of the evidence presented, we agree
with the trial court’s determination that the plaintiffs
‘‘failed to establish that the language of the charter
provides them with the right to an unregulated nomina-
tion process.’’ We therefore conclude that the trial court
properly determined that the plaintiffs are not third-
party beneficiaries and lack standing to advance their
breach of contract claim against the defendant. Accord-
ingly, the trial court properly denied the plaintiffs’
motion for summary judgment and granted the defen-
dant’s motion for summary judgment.
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II
We now turn to the plaintiffs’ claim that the trial court
improperly granted the defendant’s motion to dismiss
count one of the complaint on the ground that the
plaintiffs lacked standing as members of the defendant
under § 33-1038 (b) (1) to bring an ultra vires action
against it. The court determined that ‘‘[t]he defendant’s
charter clearly establishes that the only members of
the nonstock corporation are . . . the ‘[board]’ ’’ and
was unpersuaded by the plaintiffs’ claim that because
alumni have a right to vote for alumni fellows they are
members of the defendant corporation. The plaintiffs
maintain, however, that ‘‘[m]ultiple provisions of the
[act] support the conclusion that a person who has the
right to nominate and vote for [board] members or the
right to be a board member is a ‘member’ within the
meaning of the [act].’’ We disagree.
We first set forth the applicable standard of review
and relevant legal principles. ‘‘Our standard of review
of a trial court’s findings of fact and conclusions of law
in connection with a motion to dismiss is well settled.
A finding of fact will not be disturbed unless it is clearly
erroneous. . . . [W]here the legal conclusions of the
court are challenged, we must determine whether they
are legally and logically correct and whether they find
support in the facts . . . . Thus, our review of the trial
court’s ultimate legal conclusion and resulting [grant-
ing] of the motion to dismiss will be de novo. . . . A
motion to dismiss admits all facts well pleaded and
invokes any record that accompanies the motion,
including supporting affidavits that contain undisputed
facts.’’ (Internal quotation marks omitted.) JPMorgan
Chase Bank, National Assn. v. Simoulidis, 161 Conn.
App. 133, 135–36, 126 A.3d 1098 (2015), cert. denied,
320 Conn. 913, 130 A.3d 266 (2016).
As discussed, ‘‘[i]t is a basic principle of law that
a plaintiff must have standing for the court to have
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Ashe v. Yale University

jurisdiction. . . . Standing is the legal right to set judi-
cial machinery in motion. . . . One cannot rightfully
invoke the jurisdiction of the court unless he [or she]
has, in an individual or representative capacity, some
real interest in the cause of action, or a legal or equitable
right, title or interest in the subject matter of the contro-
versy. . . . It is axiomatic that aggrievement is a basic
requirement of standing, just as standing is a fundamen-
tal requirement of jurisdiction. . . . There are two gen-
eral types of aggrievement, namely, classical and statu-
tory; either type will establish standing, and each has
its own unique features. . . . Aggrievement does not
demand certainty, only the possibility of an adverse
effect on a legally protected interest. . . . Statutory
aggrievement exists by legislative fiat, not by judicial
analysis of the particular facts of the case. In other
words, in cases of statutory aggrievement, particular
legislation grants standing to those who claim injury to
an interest protected by that legislation. . . .
‘‘In order to determine whether a party has standing
to make a claim under a statute, a court must determine
the interests and the parties that the statute was
designed to protect. . . . Essentially the standing ques-
tion in such cases is whether the . . . statutory provi-
sion on which the claim rests properly can be under-
stood as granting persons in the plaintiff’s position a
right to judicial relief. . . . [Stated differently, the]
plaintiff must be within the zone of interests protected
by the statute. . . . The issue of whether § 33-10[38
(b)] authorizes the individual plaintiffs to bring an
action challenging [the defendant corporation’s power
to act] presents a question of statutory interpretation,
over which we exercise plenary review, guided by well
established principles regarding legislative intent.’’
(Citations omitted; internal quotation marks omitted.)
Charter Oak Health Center, Inc. v. Barcelona, 234 Conn.
App. 758, 770–71, A.3d (2025).
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Under the act, ‘‘[a] corporation’s power to act may
be challenged: (1) In a proceeding by a member or
director against the corporation to enjoin the act
. . . .’’ General Statutes § 33-1038 (b) (1). General Stat-
utes § 33-1002 (20) defines ‘‘ ‘[m]ember’ ’’ as ‘‘a person
having membership rights in a corporation in accor-
dance with the provisions of its certificate of incorpora-
tion or bylaws.’’ The defendant’s charter refers to only
‘‘the Governor, the Lieutenant Governor, and six of the
senators . . . as members of said corporation . . . .’’
This membership status then was conferred on alumni
fellows that took the place of the six senators via the
1872 amendment. The charter does not designate any
other person or class of people, including alumni, as
members.
The plaintiffs argue that ‘‘[m]ultiple provisions of the
[act] support the conclusion that a person who has the
right to nominate and vote for [board] members or the
right to be a board member is a ‘member’ within the
meaning of the [act].’’ They rely on the act’s broad
definition of ‘‘member’’ as one with ‘‘membership
rights’’ in a corporation to claim that the rights to vote
for, and to be, a board member constitute such member-
ship rights. They support this argument by listing provi-
sions of the act that discuss membership in the context
of voting. None of the provisions, however, defines a
right to vote as a membership right.
First, the plaintiffs rely on § 33-1002 (6), which
defines ‘‘ ‘[c]lass’ ’’ as ‘‘all members that under the certif-
icate of incorporation or sections 33-1000 to 33-1290,
inclusive, are entitled to vote and be counted together
collectively on a matter at a meeting of members. All
members entitled by the certificate of incorporation or
said sections to vote generally on the matter are for
that purpose a single class.’’ This provision states that
members of a class are entitled to vote but does not
provide that those with a right to vote are members of
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Ashe v. Yale University

a class. Thus, § 33-1002 (6) does not offer support for
the plaintiffs’ argument.
The plaintiffs also rely on General Statutes § 33-1083
(c), which provides: ‘‘In the cases of (1) corporations
without members and (2) corporations without mem-
bers entitled to vote for directors, the certificate of
incorporation may provide for a self-perpetuating board
of directors.’’ The plaintiffs posit that ‘‘[b]y providing
that Yale alumni elect the alumni [fellows], the charter
expressly makes the corporation not fully self-perpetu-
ating, i.e., the corporation does not select all of its own
members.’’ They fail to explain adequately, however,
how the defendant not selecting all board members
supports their argument that alumni are members. They
seem to allege that, because alumni can vote for a subset
of directors, the board is not fully self-perpetuating and,
therefore, the alumni must be members because they
are entitled to vote. Section 33-1083 (c), however, does
not accommodate such an interpretation, as it does not
state that if a board is not self-perpetuating, all those
who vote for a director are members.
The plaintiffs turn to General Statutes § 33-1084,
which provides: ‘‘If the certificate of incorporation
authorizes classes of members, the certificate may also
authorize the election of all or a specified number of
directors by members in one or more authorized classes
of members.’’ The plaintiffs contend that because the
charter expressly authorizes alumni to vote for alumni
fellows, these provisions would not make sense if
alumni were not members within the meaning of the
act. They seem to suggest that, because alumni vote for
a specified number of directors—the alumni fellows—
they must be considered a class of members as the
defendant can only allow voting for a specified number
of directors by a class of members if its certificate
authorizes such class of members. That construction
is only plausible, however, if those with the right to
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0 Conn. App. 1 ,0 33
Ashe v. Yale University

vote are designated as members or if those particular
voting rights are designated as membership rights. As
noted, neither the charter nor the 1872 amendment iden-
tifies alumni as members, nor do they identify alumni
rights to vote for alumni fellows as membership rights.
Although these provisions indicate that members are
entitled to vote, they do not require that those who can
vote be members. The plaintiffs do not offer any legal
authority to suggest otherwise.
The plaintiffs further argue that ‘‘alumni need not be
labeled as members for alumni to be members within
the meaning of the [act] . . . .’’ To support this asser-
tion, the plaintiffs rely on federal case law to apply a
definition of membership used to determine associa-
tional standing.7 These cases, however, do not apply to
the present case because they concern whether non-
member organizations have associational standing
when their constituents are not members in the tradi-
tional sense. The context and law under which these
cases define members differ substantially from the pres-
ent case. The plaintiffs do not assert that they are mem-
bers of an association or that alumni fellows have asso-
ciational standing to bring a claim but, instead, assert
that they, as alumni, are members of a corporation with
standing under the act to bring an ultra vires action.
7
Among the cases cited by the plaintiff are Hunt v. Washington State
Apple Advertising Commission, 432 U.S. 333, 344–45, 97 S. Ct. 2434, 53
L. Ed. 2d 383 (1977) (concluding that, although Washington State Apple
Advertising Commission was nonmember organization, its constituents,
apple growers and dealers, possessed ‘‘all of the indicia of membership in
an organization . . . [as] [t]hey alone elect the members of the Commission;
they alone may serve on the Commission; they alone finance its activities,
including the costs of this lawsuit, through assessments levied upon them’’),
and America Unites for Kids v. Rousseau, 985 F.3d 1075, 1096 (9th Cir. 2021)
(‘‘[i]n applying Hunt, we have not required all these indicia of membership,
so long as the organization is sufficiently identified with and subject to the
influence of those it seeks to represent as to have a personal stake in the
outcome of the controversy’’ (emphasis omitted; internal quotation marks
omitted)).
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Finally, the plaintiffs assert that ‘‘persons voting for
board members must have some legal relationship with
the nonstock corporation’’; (emphasis omitted); and
‘‘[t]he only legal relationship between the plaintiffs and
the defendant that can be found to exist in the facts
and circumstances here is that of member . . . .’’ The
plaintiffs, however, do not offer any legal authority to
support their contention that all those who are simply
eligible to vote for certain board members have a legal
relationship with the corporation and that this relation-
ship affords them standing as members to challenge
the corporation’s power to act. For these reasons, we
agree with the court’s determination that the plaintiffs
are not members and do not have standing under the
act. Accordingly, the court properly granted the defen-
dant’s motion to dismiss count one of the plaintiffs’
complaint.
The judgment is affirmed.
In this opinion the other judges concurred.