Athletic Association Given Wide Latitude to Make Rules

Dec 1, 2005

A New York State Appellate Court has affirmed a trial court’s ruling that a section within the New York State Public High School Athletic Association, Inc. did not act in an arbitrary and capricious manner when it adopted classification play to govern regular season football games among its member schools.
The Suburban Scholastic Council, which is a league of member schools and a subset of Section II of the NYSPHSAA, sued Section II shortly after classification play was adopted. Such play divided schools into five classes (AA, A, B, C and D) based solely on the number of students enrolled. Under such a format, games are scheduled, to the extent possible, among schools of similar size, rather than on the basis of prior league alignment.
Shortly after the complaint was filed, both sides moved for summary judgment. The Supreme Court in Albany County granted the defendant’s motion in the fall of 2004, spawning the appeal.
“The Supreme Court could have dismissed this action for failure to join a necessary party and because plaintiff did not exhaust its administrative remedies,” wrote the appeals court. “As the complaint asserts that classification play violates the constitution of NYSPHSAA, it was a necessary party to the action and should have been afforded an opportunity to defend against plaintiff’s claim. Moreover, the constitution and bylaws of NYSPHSAA provide for an appellate process from a determination of a section’s athletic council and plaintiff did not pursue this administrative remedy before instituting this action.
“Instead, Supreme Court addressed the substantive issue of whether defendant’s vote for classification play was arbitrary and capricious because it was unsupported by and in violation of the constitution, bylaws, rules and regulations of NYSPHSAA and defendant. In the interest of judicial economy, we reach the same issue and affirm.
“The parties agree that ‘the courts should not interfere with the internal affairs, proceedings, rules and orders of a high school athletic association unless there is evidence of acts which are arbitrary, capricious or an abuse of discretion’ (Matter of Gerard v Section III of N.Y. State Pub. High School Athletic Assn., 210 A.D.2d 938, 939-940, 620 N.Y.S.2d 670 [1994]).
“This determination rests on whether the athletic association’s actions ‘have a sound basis in reason” and a “foundation in fact’ (id. at 940). In addition, there must be some rational basis for the action taken (see Matter of Caso v New York State Pub. High School Athletic Assn., 78 A.D.2d 41, 48, 434 N.Y.S.2d 60 [1980]). Plaintiff’s major premise is that since neither the constitution of NYSPHSAA nor the constitution, bylaws, rules and regulations of defendant contain any language allowing classification play in football, that any action taken to permit this must be arbitrary and capricious. Plaintiff’s argument lacks merit. Classification play is not prohibited by any of these documents. Not-for-profit corporations, such as defendant, are given statutory authority to exercise all powers necessary to affect their purposes and this power may be curtailed only if restricted by another statute or its own certificate of incorporation or bylaws (see N-PCL 701; Matter of Central N.Y. Bridge Assn. v American Contr. Bridge League, 72 Misc 2d 271, 339 N.Y.S.2d 438 [1972]).
“Thus, the presumption is not, as plaintiff argues, that the lack of specific authorization in the documents prohibits corporate action. The presumption is that unless there is a specific prohibition in the documents or another statute, the corporation can act in any appropriate way in pursuit of its purposes. Significantly, NYSPHSAA interprets its own constitution to permit classification play, which occurs in many other sections in the state. This determination is accorded great deference (see Matter of Lippman v Public Empl. Relations Bd., 263 A.D.2d 891, 892, 694 N.Y.S.2d 510 [1999]). As plaintiff does not claim that the action of defendant was arbitrary and capricious for any other reasons, we affirm.”
Suburban Scholastic Council v. Section 2 of The New York State Public High School Athletic Association, Inc., et al.; Supreme Court Of New York, Appellate Division, Third Department; 97784; 11/3/05
Attorneys of Record: (for appellant) Tabner, Ryan & Keniry, L.L.P., Albany (William F. Ryan Jr. of counsel). (for respondents) Nixon Peabody, L.L.P., Albany (Vincent E. Polsinelli of counsel).


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