govinfo:USCOURTS-dcd-1_24-cv-01137-1

UNITED STATES DISTRICT COURT 
FOR THE DISTRICT OF COLUMBIA 
 
KYONG BARRY, et al., 
 
Plaintiffs, 
 
v. 
 
UNITED FOOD AND COMMERCIAL 
WORKERS, et al., 
 
Defendants. 
 
 
 
 
Case No. 1:24-cv-01137 (TNM) 
 
MEMORANDUM OPINI ON 
The Labor-Management Reporting and Disclosure Act (“LMRDA”) aims to ensure that 
unions are “democratically governed and responsive to the will of their members[].” Finnegan v. 
Leu, 456 U.S. 431, 436 (1982). Two United Food and Commercial Workers (“UFCW”) 
members claim that their union is not living up to the Act’s promises. Plaintiffs have many 
qualms with UFCW, but only one live claim. It challenges UFCW’s formula for allocating how 
many delegates each local union may send to quinquennial conventions. The graduated 
proportionality formula, Plaintiffs say, dilutes the voting power of large local union members in 
a way that deprives them of the “equal rights . . . to vote” the LMRDA guarantees. 29 U.S.C. 
§ 411(a)(1). 
Cross-motions for summary judgment on that claim are now before the Court. Because 
UFCW’s delegate apportionment formula does not infringe members’ “equal” right to vote—or 
at least is a “reasonable” regulation of that right— the Court will grant UFCW’s motion and deny 
Plaintiffs’ motion. 

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I. 
 In 1979, two unions combined to form UFCW . Defs.’ Stmt. Mat. Facts (“DSMF”) ¶ 3, 
ECF No. 32-2; Pls.’ Stmt. Mat. Facts (“PSMF”) ¶ 1, ECF No. 33-2. UFCW now represents 
more than a million workers throughout the United States and Canada. DSMF ¶¶ 1, 5. A 
complex governance structure manages labor affairs for those members. An executive board 
oversees day-to-day matters, but UFCW’s “highest governing authority” is the International 
Convention. Id. ¶ 8; see Defs.’ Ex. 1 (“2023 UFCW Const.”) art. 14, ECF No. 32-4. Every five 
years, delegates representing UFCW’s 330 local affiliates convene to set policy and elect 
officers. See DSMF ¶¶ 8, 11–12. 
 At issue here is UFCW’s system for determining how many convention delegates each 
local can send. Local unions run delegate elections through secret ballot votes. See 2023 UFCW 
Const. art. 15(E), (F).
1 But UFCW’s constitution constrains how many delegates each local can 
send, allocating delegates based on the local’s size. Id. art. 15(B), (C). UFCW’s “graduated 
proportionality” system affords locals “additional delegates at membership thresholds of 
increasing intervals.” Defs.’ Mot. for Summ. J. (“Defs.’ Mot.”) at 9, ECF No. 32-1 (citing 
DSMF ¶ 21); see 2023 UFCW Const. art. 15(B). In practice, that means that as a local’s 
membership increases, its delegate-per-member ratio decreases. See 2023 UFCW Const. art. 
15(B). Some figures make that more concrete. Since 1993, UFCW has used these bands: 
 
 
1 A local’s president automatically serves as a delegate. 2023 UFCW Const. art. 15(E). So does 
the local’s secretary if the local is entitled to at least 2 delegates. Id. 

3 
 
Number of Active Members in Local Union Number of Delegates 
1 – 500 1 
501 – 1,000 2 
1,001 – 1,750 3 
1,751 – 2,500 4 
2,501 – 3,250 5 
3,251 – 4,000 6 
4,001 – 4,750 7 
4,751 – 5,500 8 
5,501 – 6,250 9 
6,251 – 7,000 10 
7,001 – 7,750 11 
7,751 – 8,500 12 
8,501 – 9,250 13 
9,251 – 10,000 14 
10,001 – 10,750 15 
10,751 – 11,500 16 
11,501 – 12,250 17 
12,251 – 13,000 18 
13,001 – 13,750 19 
13,751 – 14,500 20 
14,501 – 16,000 21 
16,001– 18,000 22 
18,001 – 21,000 23 
21,001 – 24,000 24 
24,001 – 29,000 25 
29,001 – 34,000 26 
34,001 – 39,000 27 
39,001 – 44,000 28 
44,001 – 49,000 29 
Id. Locals with more than 49,000 members receive another delegate for each additional 5,000 
members. Id. 
 Plaintiffs Kyong Barry and Iris Scott dislike how the apportionment formula treats 
members of large locals. See, e.g., Am. Compl. ¶¶ 17–34, ECF No. 25; Pls.’ Mot. for Summ. J. 
at 6 (“Pls.’ Mot.”), ECF No. 33-1. They primarily point to Local 3000—to which Barry 
belongs—as an example of the “[d]ramatically diminished voice” members of large locals 
experience under the graduated proportionality formula. Am. Compl. at 5. Local 3000 is one of 
the largest locals, with more than 50,000 members as of 2024. Pls.’ Ex. 8 at 40, ECF No., 33-13 

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(Local 3000’s 2024 Annual Report showing “52,510” members in 2024).2 At that size, Local 
3000 is entitled to 30 delegates. See 2023 UFCW Const. art. 15(B). The result? One Local 
3000 delegate representing more than 1,700 members. Compare that to the 1:1 delegate to 
member ratio a local with one member could enjoy. See Defs.’ Ex. 10 (“2023 Delegate 
Apportionment Spreadsheet”) at 9, ECF No. 32-13 (showing that Local 105 had 1 member and 
could send 1 delegate to the 2023 convention). The formula’s dilutive effect on the voting 
strength of large union members, Plaintiffs fear, is becoming stronger as the large unions grow 
larger. See, e.g., Am. Compl. ¶ 34. 
To change things before the next convention in 2028, Barry and Scott sued UFCW, its 
president, and its treasurer. Compl., ECF No. 1. They originally brought five claims, each of 
which criticized a different aspect of the convention structure for violating the LMRDA’s 
promise that “[e]very member of a labor organization shall have equal rights and privileges . . . 
to vote.” 29 U.S.C. § 411(a)(1); see Compl. ¶¶ 46–63. The Court dismissed these claims in 
November 2024. See Barry v. United Food & Com. Workers (“Barry I”), 755 F. Supp. 3d 34, 
50–51 (D.D.C. 2024). Most faltered on jurisdictional grounds. Id. at 47–48. And Plaintiffs 
failed to state a claim for relief on the only claim over which jurisdiction existed. Id. at 48–50. 
 Shortly after the dismissal, Plaintiffs sought leave to file an Amended Complaint. See 
Mot., ECF No. 22. Amendment was mostly futile. Mem. Order at 2, ECF No. 24. But Plaintiffs 
had one plausible claim—that “UFCW’s method of nonproportional allocation of [Convention] 
delegates” to local unions “violates their guarantee to an equal vote under section 101(a)(1) of 
 
2 The parties quibble over Local 3000’s exact size. See, e.g., Defs.’ Resp. PSMF ¶¶ 7, 11, ECF 
No. 35-1; Defs.’ Ex. 10 at 2, ECF No. 32-13 (showing that Local 3000 had 48,389 members and 
29 delegates at the 2023 Convention). This dispute is immaterial, so the Court uses Plaintiffs’ 
figures for background. 

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[LMRDA.]” Id. at 2–3. They cured the standing deficiencies that previously doomed the claim 
by plausibly alleging that UFCW’s formula diluted Barry’s voting power relative to small local 
members. Id. at 3. The Court did not address UFCW’s premature challenges on the merits. Id. 
at 3–4. 
 So the delegate apportionment claim alone proceeded to discovery. See id. at 4. Now, 
the parties cross move for summary judgment. See Pls.’ Mot., ECF No. 33-1; Defs.’ Mot., ECF 
No. 32-1. Those motions are ripe. 
II. 
 Summary judgment is appropriate if the movant shows that “there is no genuine dispute 
as to
 any material fact and the movant is entitled to judgment as a matter of law.” Fed. R. Civ. P. 
56(a). A factual dispute is material if it could alter the outcome of the suit under the substantive 
law, and genuine “if the evidence is such that a reasonable jury could return a verdict for the 
nonmoving party.” Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 248 (1986). The movant 
must “identify[] those portions of the [record] which it believes demonstrate the absence of a 
genuine issue of material fact.” Celotex Corp. v. Catrett, 477 U.S. 317, 323 (1986) (cleaned up). 
If it does so, the burden shifts to the nonmoving party to point to “specific facts showing that 
there is a genuine issue for trial.” Anderson, 477 U.S. at 250 (cleaned up). The nonmoving 
party’s evidence “is to be believed, and all justifiable inferences are to be drawn in his favor.” 
Id. at 255. But the nonmoving party cannot “rest upon mere allegation or denials of [its] 
pleading.” Id. at 248 (cleaned up). 
 L ocal rules supplement Rule 56. Every summary judgment motion must “be 
a
ccompanied by a statement of material facts as to which the moving party contends there is no 
genuine issue,” and that statement must “include references to the parts of the record relied on to 

6 
support the statement.” LCvR 7(h)(1); see Standing Order ¶ 14(B)(i), ECF No. 5 (similar). The 
opposing party “must respond to each paragraph with a correspondingly numbered paragraph, 
indicating whether that paragraph is admitted or denied.” Standing Order ¶ 14(B)(iv) (emphasis 
omitted); see LCvR 7(h)(1). Like the movant, the opposing party “must furnish precise citations 
to the portions of the record” relied upon. Standing Order ¶ 14(B)(ii) (emphasis omitted). And 
“[i]n determining a motion for summary judgment, the Court may assume that facts identified by 
the moving party in its statement of material facts are admitted, unless such a fact is 
controverted” by the opposing party. LCvR 7(h)(1). 
 Plaintiffs did not comply with the local rules. Their opposition to UFCW’s factual 
statement does not contain correspondingly numbered paragraphs and addresses only nine of 
UFCW’s 140 factual assertions. See Pls.’ Resp. DSMF ¶¶ 1–8, ECF No. 33-3. Record cites are 
also scant. See id. And though Plaintiffs submitted their own factual statement, that document 
does not make up for the deficient opposition. Cf. Jeffries v. Barr, 965 F.3d 843, 860–61 (D.C. 
Cir. 2020) (“This Court is not in the habit of doing parties’ lawyering for them, and we decline to 
take up that task now.”). More, Plaintiffs did not respond to UFCW’s statement of additional 
disputed facts. See Defs.’ Resp. PSMF at 19–20, ECF No. 35-1. So the Court can, and will, 
treat most of UFCW’s proposed facts as admitted. See LCvR 7(h)(1); Standing Order 
¶ 14(B)(v); Jackson v. Finnegan, Henderson, Farabow, Garrett & Dunner, 101 F.3d 145, 154 
(D.C. Cir. 1996) (holding that the “district court properly deemed as admitted the material facts 
set forth in the [defendant’s] . . . statement of material facts not in dispute” when the plaintiff did 
not comply with procedural rules). 
 With those rules in mind, the Court addresses its jurisdiction, then considers the merits. 

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III. 
A. 
 The Court has an “independent obligation to ensure [its] jurisdiction.” Muthana v. 
Pompeo, 985 F.3d 893, 901 (D.C. Cir. 2021). Here, both subject matter jurisdiction and Article 
III standing require a word. In the end, though, Plaintiffs satisfy both requirements. 
i. 
 Take subject matter jurisdiction first. Normally the analysis would be straightforward. 
Plaintiffs invoke a cause of action created by a federal statute—the LMRDA . See Am. Compl. 
¶¶ 80, 82; 29 U.S.C. § 412. So 28 U.S.C. § 1331 should confer jurisdiction. See Royal Canin 
U.S.A., Inc. v. Wullschleger, 604 U.S. 22, 26 (2025). Precedent interpreting the LMRDA makes 
matters more complicated, though it does not ultimately withdraw jurisdiction. 
 The wrinkle starts with the interplay between Title I and Title IV of the LMRDA. The 
former is “the so-called Labor Bill of Rights.” Conille v. Council 93, Am. Fed’n of State, Cnty. 
& Mun. Emps., 973 F.3d 1, 8 (1st Cir. 2020) (cleaned up). It focuses on “equal treatment among 
union members,” guaranteeing equal rights to vote, speak, and assemble. Id. When a union 
violates Title I, a member can sue the union in federal court for “appropriate” relief. 29 U.S.C. 
§ 412. Title IV, meanwhile, focuses on union officer elections. See id. § 481. And it comes 
with an “exclusive” enforcement procedure “for challenging an election already conducted.” Id. 
§ 483; see Loc. No. 82, Furn. & Piano Moving v. Crowley, 467 U.S. 526, 540 (1984). To pursue 
a Title IV claim, a union member must file a complaint with the Secretary of Labor. 29 U.S.C. 
§ 482. And only the Secretary can sue in court. Crowley, 467 U.S. at 540. 
Despite their distinct focuses, “[t]he statutory rights contained within Title I and Title IV 
can sometimes seem to overlap.” Conille, 973 F.3d at 9. While Title IV plainly bars, for 

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example, union members from seeking to unseat an elected official, the line between Title IV 
and Title I becomes “muddy” when a Title I claim implicates union elections. Id. One way to 
resolve the uncertainty would be to follow the statutory text. Title IV says it provides the 
exclusive path for “challenging an election already conducted.” 29 U.S.C. § 483. That is 
arguably the sort of “sweeping and direct” language signaling a jurisdictional prerequisite. 
Avocados Plus Inc. v. Veneman, 370 F.3d 1243, 1248 (D.C. Cir. 2004). At the very least, it 
signals a mandatory claim-processing rule. See Fort Bend Cnty. v. Davis, 587 U.S. 541, 548 
(2019) (distinguishing between jurisdictional requirements and claim-processing rules). Title I’s 
private cause of action, however, includes no such language. See 29 U.S.C. § 412. Perhaps then 
Title IV funnels any claim “challenging an election already conducted” to the Secretary of 
Labor, id. § 483, and does not otherwise affect a union member’s ability to sue in court over a 
Title I violation. 
Whatever the merits of that approach, the Court does not write on a blank slate, and it 
must respect the line the Supreme Court laid down in Crowley. In that case, union members 
challenged an ongoing election, claiming that the union’s rule restricting participation to 
“members who could produce computerized dues receipts” violated Title I. 467 U.S. at 530–31. 
The district court enjoined the election and “provided detailed procedures” for the union to 
follow in a new election. Id. at 533. Although the plaintiffs framed their claim as a Title I 
problem, the election-oriented relief seemed to encroach on Title IV’s turf. See id. at 534. 
Relying on the LMDRA’s legislative history and § 412’s language permitting a court to award 
only “appropriate” relief in a Title I suit, the Court found that Title I could not support the relief 
ordered. See id. at 545–46. “[E]ven when Title I violations are properly alleged and proved,” 
the Court held, “Congress would not have considered a court order requiring and judicially 

9 
supervising a new election to be” the sort of “appropriate” relief § 412 permits. Id. at 543 
(cleaned up). And because the Court viewed § 412’s cause of action as a “jurisdictional 
provision,” id. at 538, it held that courts lack jurisdiction over Title I claims that require judicial 
supervision of an ongoing election, see id. at 546; see also, e.g., Conille, 973 F.3d at 9–11 
(recapping Crowley’s jurisdictional holding). 
That holding is in some tension with the Supreme Court’s recent warnings that courts 
should take a cautious approach to finding jurisdictional prerequisites without congressional say-
so. See, e.g., Fort Bend Cnty., 587 U.S. at 547–50. For that reason, even UFCW favors treating 
Title IV’s exclusivity provision as a non-jurisdictional constraint on Title I claims. See Defs.’ 
Mot. at 41 n.6; Defs.’ Reply at 36 n.17, ECF No. 35. But the Court need not reach that issue 
today. 
Even under Crowley, the Court has jurisdiction over Plaintiffs’ claim. To start, Plaintiffs 
claim “a violation of a specific right enunciated in [Title I].” Bunz v. Moving Picture Mach. 
Operators’ Protective Union Loc. 224, 567 F.2d 1117, 1120 (D.C. Cir. 1977). They claim that 
the delegate apportionment formula violates the LMRDA’s promise of “equal rights. . . to vote.” 
29 U.S.C. § 411(a)(1); see Am. Compl. ¶¶ 80, 82. True, that framing is not dispositive. Under 
Crowley, a claim framed as a Title I violation that requires Title IV relief cannot proceed. 467 
U.S. at 543; see Scott-Anderman v. Martinez, 60 F.4th 680, 684 (D.C. Cir. 2023) (“[I]f the 
plaintiff disregards the procedures in Title IV and mounts only a Title I claim seeking to overturn 
an officer election, the court has no authority to grant relief.”). 
But remedies are not a problem here. It would not be “impossible” to remedy Plaintiffs’ 
alleged harms without “invalidat[ing]” a past or ongoing officer election. Scott-Anderman, 60 
F.4th at 684. Indeed, Plaintiffs disclaim any attempt to overturn past elections and seek only 

10 
prospective relief. See Pls.’ Mot. at 32–33; Am. Compl. at 18. More, that prospective relief does 
not implicitly require a court to supervise a new union officer election. Because delegates are 
not “officers” as defined by the LMRDA, their election does not fall within Title IV’s scope. See 
29 U.S.C. § 402(n) (defining “officer”); Defs.’ Reply at 37 (conceding that “delegates are not 
officers”). And though delegates do vote on officers at the quinquennial convention, see 2023 
UFCW Const. arts. 15, 17(H), the Court could remedy any delegate apportionment defect well 
before the next convention two years from now. 
In response, UFCW offers appellate court dicta to cast Plaintiffs’ claim as one that 
requires pursuit through Title IV. In Conille, the First Circuit considered a challenge to the way 
an intermediate union body—called Council 93—allocated executive board seats to local unions. 
973 F.3d at 4–5. Council 93’s constitution divided locals into legislative districts and gave “a 
specific number of vice president positions to each legislative district.” Id. at 5. The allotment 
turned on historical compromises; it bore no relationship to district size. Id. Plaintiffs 
complained that the lack of proportional representation deprived them of their right to an equal 
vote under Title I. Id. at 7. In the end, the First Circuit found dispositive Crowley’s remedy test. 
Id. at 9. The plaintiffs’ suit was inappropriate because “the remedy sought and awarded by the 
district court . . . far exceeded what courts can do in Title I cases.” Id. at 10. Specifically, the 
plaintiffs’ proposed remedy “effectively deprive[d] the prior election of its legitimacy and full 
effect” and “put[] the district court in the position of supervising a new election.” Id. 
Conille does not apply here. For starters, the First Circuit resolved the case by applying 
Crowley’s remedial test. See id. And, again, that test does not require dismissal here. To the 
extent that UFCW reads Conille as suggesting that any claim tangentially related to the way a 
union conducts elections must be pursued under Title IV, see Defs.’ Mot. at 41, it overreads the 

11 
decision. True, before applying Crowley’s remedial test, the First Circuit noted the difficulty of 
categorizing the substance of the claim at issue under Title I or Title IV. See Conille, 973 F.3d at 
9 (describing the wrongs at issue as “something of a hybrid” between Title I and Title IV 
problems). The plaintiffs were “specific groups of members” who claimed that they were denied 
equal representation “à la Title I.” Id. But “Title IV might be the better fit” for the claim 
because the plaintiffs set their sights on “the election structure,” which “applies evenly to all 
past, present, and future elections.” Id. From this latter quote, UFCW jumps to the proposition 
that Title IV bars any claim that attacks “generally applicable election rules.” Defs.’ Mot. at 42 
n.7. Yet Conille explicitly did not resolve that question. See Conille, 973 F.3d at 9. And the 
Court is reluctant to further complicate matters. 
In any event, the Conille claim was closer to Title IV’s heartland than Plaintiffs’ claim 
here. The Conille plaintiffs took aim at their allotted number of intermediate officer positions. 
See id. at 5. Title IV explicitly covers intermediate officer elections. See 29 U.S.C. § 481(d). 
Plaintiffs here have similar representational qualms, but they set their sights on delegate rather 
than officer allotment. See, e.g., Am. Compl. ¶ 84. And Title IV does not govern delegate 
elections. Cf. Defs.’ Reply at 37 (conceding that “delegates are not officers”). Instead, Title 
IV’s prescriptions come into play only when the delegates themselves vote on international 
officers. See 29 U.S.C. § 481(a) (requiring an “international labor organization” to “elect its 
officers not less often than once every five years either by secret ballot . . . or at a convention of 
delegates chosen by secret ballot”); 2023 UFCW Const. arts. 14, 15 (authorizing delegates to 
elect officers as part of their duties at the convention). Otherwise, Title IV contemplates that the 
delegate convention “shall be conducted in accordance with the constitution and bylaws of the 
labor organization.” 29 U.S.C. § 481(f). The issue here is whether those procedures include 

12 
voting rights that discriminate against some members. And that is a Title I matter. Cf. Am. 
Postal Workers Union, AFL-CIO, Hqs. Loc. 6885 v. Am. Postal Workers Union, AFL-CIO 
(“APWU”), 665 F.2d 1096, 1101–02 (D.C. Cir. 1981) (reviewing, albeit without addressing 
jurisdiction, a Title I claim that a union’s constitution discriminated against members’ voting 
rights). 
Because the vote dilution claim invokes Title I’s protections and because the Court could 
remedy any shortcoming without interfering with elections governed by Title IV, the Court has 
subject matter jurisdiction. 
ii. 
Jurisdiction is also appropriate because at least Barry has Article III standing to press the 
vote dilution claim. See Nat’l Sec. Archive v. CIA, 104 F.4th 267, 271 (D.C. Cir. 2024) (“Article 
III standing is a prerequisite to federal court jurisdiction.” (cleaned up)). To establish this 
“irreducible constitutional minimum,” Lujan v. Defs. of Wildlife, 504 U.S. 555, 560 (1992), a 
plaintiff must establish that he “has suffered or likely will suffer an injury in fact”; “that the 
injury likely was caused or will be caused by the defendant”; and “that the injury likely would be 
redressed by the requested judicial relief,” FDA v. All. for Hippocratic Med., 602 U.S. 367, 380 
(2024). 
As this Court already explained, Barry met these requirements based on her Amended 
Complaint’s allegations. See Mem. Order at 2–4; see also Barry I, 755 F. Supp. 3d at 44–47 
(finding standing deficiencies based on an earlier complaint). Summary judgment evidence 
backs up that standing finding. See Cal. Cattlemen’s Assoc. v. U.S. Fish & Wildlife Ser., 369 F. 
Supp. 3d 141, 145 (D.D.C. 2019) (explaining that a plaintiff’s standing burden rises at the 
summary judgment stage); see also, e.g., PSMF ¶¶ 24, 26–27, 41. In making that conclusion, the 

13 
Court assumes as it must, that [Barry] will prevail on the merits” of her claim. Comm. on 
Judiciary of U.S. House of Reps. v. McGahn, 968 F.3d 755, 762 (D.C. Cir. 2020) (en banc). 
Because Barry has standing, the Court need not consider whether Scott has standing to bring the 
same claim. See Carpenters Indus. Council v. Zinke, 854 F.3d 1, 8 (D.C. Cir. 2017). 
B. 
 Finally, the merits. Recall Plaintiffs’ claim is that UFCW’s delegate allocation system 
violates Title I because members of large locals, like Barry, have less voting power than 
members of small locals. The relevant provision, § 101 of the LMDRA, provides: 
“Every member of a labor organization shall have equal rights and privileges 
within such organization to nominate candidates, to vote in elections or 
referendums of the labor organization, to attend membership meetings, and to 
participate in the deliberations and voting upon the business of such meetings, 
subject to reasonable rules and regulations in such organization’s constitution 
and bylaws.” 
29 U.S.C. § 411(a)(1) (emphasis added). UFCW “is a labor organization.” Defs.’ Mot. at 8; see 
DSMF ¶ 2. And Barry is a UFCW member. Defs.’ Resp. PSMF ¶ 24. That leaves two 
questions. First, does UFCW’s delegate apportionment formula deny Barry equal rights to vote 
in elections? Second, if so, is the formula an unreasonable rule or regulation? To prevail, 
Plaintiffs must provide evidence that answers each question in the affirmative. They fail on both 
fronts. Because the formula does not deny Barry an equal vote and, would be reasonable even if 
it did, UFCW earns summary judgment. 
i. 
Plaintiffs’ claim founders because the delegate formula does not violate the LMDRA’s 
promise of “equal rights and privileges . . . to vote in elections or referendums of the labor 
organization.” 29 U.S.C. § 411(a)(1). This provision creates no substantive voting rights. 
APWU, 665 F.2d at 1101. It instead “mandate[s] that rights given to some members be available 

14 
to all.” Id. In other words, it forbids discrimination. See Calhoon v. Harvey, 379 U.S. 134, 139 
(1964). A union, then, can deny all members the right to vote so long as it does so for everyone. 
See APWU, 665 F.2d at 1101. 
The delegate structure comports with this requirement. Recall that the delegate structure 
involves two votes. First, local union members vote on delegates from their ranks. See 2023 
UFCW Const. art. 15(E), (F); DSMF ¶ 15. The locals carrying out those elections must afford 
equal voting rights to local members. See 2023 UFCW Const. arts. 15(G), 35; DSMF ¶ 13 
(explaining that local unions—like Barry’s Local 3000—are “labor organizations” subject to 29 
U.S.C. § 411(a)(1)). Second, the delegates themselves go on to vote at the convention on officer 
elections and other business. See DSMF ¶ 11 (citing 2023 UFCW Const. arts. 14–15). Teasing 
out the two levels of votes shows that Barry’s rights could be abridged only if she lacks an equal 
right to vote on delegates relative to other Local 3000 members or if she lacks an equal right to 
vote at the convention relative to other UFCW members. The evidence shows neither is true. 
Start with the delegate elections. Barry does not seem to criticize this process. The first 
clue on that front is that she did not sue Local 3000—the entity responsible for overseeing the 
delegate elections she voted in—alongside UFCW. See Am. Compl. ¶¶ 7–9; DSMF ¶ 133. That 
is telling because Local 3000 is an “autonomous entity” that, again, must provide equal voting 
rights to its own members. DSMF ¶ 13; see Defs.’ Mot. at 24–25. Even more telling is Barry’s 
failure to dispute UFCW’s evidence that “[e]ach member in good standing of a UFCW local 
affiliate has an equal opportunity to vote in elections for his or her local’s delegates to the 
UFCW Convention.” DSMF ¶ 16; see id. ¶ 17 (similar); cf. Pls.’ Resp. DSMF ¶ 1 (purporting to 
“demur[]” to some of UFCW’s factual statements). Nor has she put forward her own evidence 
that Local 3000 limits her delegate voting rights relative to other Local 3000 members. So there 

15 
is no genuine dispute that Barry has “equal rights and privileges” to vote in Local 3000 elections. 
29 U.S.C. § 411(a)(1). 
As for convention voting, there too Barry has equal voting rights relative to other UFCW 
members. The key here is that rank-and-file UFCW members have no voting rights at all. See 
Defs.’ Mot. at 24–26. Only delegates have the right to vote at the convention. See 2023 UFCW 
Const. art. 16(J).3 To be sure, delegates themselves are typically UFCW members. See DSMF 
¶¶ 11, 132–33, 136. But they have the right to vote only as delegates representing local unions, 
not in their capacity as members. See 2023 UFCW Const. arts. 15, 16(J). Under this 
arrangement, then, no UFCW member has a right to vote at the convention. See Defs.’ Mot. at 
24–26. Because that denial applies across the board, all UFCW members have equal rights. 
Plaintiffs’ responses proceed on the unstated premise that the two levels of voting can be 
collapsed. Rather than focusing on Barry’s vote within Local 3000 relative to other local 
members or the relative weight of delegate votes at the convention, Plaintiffs compare Barry’s 
relative voting strength at the convention through Local 3000’s delegates to the voting strength 
of other locals’ members through their delegates. See, e.g., Pls.’ Mot. at 14, 18. To the extent 
this boils down to an argument that rank-and-file members have a right to vote at the convention 
because they elect delegates, that is wrong. Under UFCW’s constitution delegates represent 
locals, not individual members. See 2023 UFCW Const. art. 15; Defs.’ Mot. at 24–26. 
Sweeping that fact aside does not save Plaintiffs’ position that “voter dilution” is a per se 
“violation of the equal right to vote.” Pls.’ Mot. at 13. Among other problems, Plaintiffs blend 
the inquiries into whether there are unequal voting rights with the ancillary question of whether 
 
3 Barry served as a delegate at the last convention, and it is undisputed that she “faced no 
impediment to her ability to serve as a delegate.” DSMF ¶ 133. 

16 
such inequality is nevertheless permitted as a reasonable rule or regulation. See id.; cf. APWU, 
665 F.2d at 1102 (distinguishing between these two inquiries). Putting aside for now the 
reasonableness inquiry, see infra Part III.B.ii, Plaintiffs offer no theory for determining when 
voter dilution amounts to a deprivation of the equal right to vote. 
One possibility is that rank-and-file members must always have direct voting rights in 
international union elections. Indeed, given that some locals have only one member—and thus 
can send one delegate—this seems to be the inevitable result of Plaintiffs’ inequality argument. 
See 2023 Delegate Apportionment Spreadsheet at 9. But no law justifies that rule. It cannot 
come from Title I. As Plaintiffs concede, § 101(a)(1)’s “equal rights” guarantee does not create 
any substantive rights. See Pls.’ Reply at 6, ECF No. 38. Nor do Plaintiffs identify any other 
candidate. UFCW, meanwhile, shows that Congress declined to impose direct voting for 
international union delegate elections even as it imposed such a requirement for other elections. 
Defs.’ Mot. at 26–27; see 29 U.S.C. § 481(b), (e). The absence of a direct vote requirement for 
international unions, then, suggests none exists. See Antonin Scalia & Bryan A. Garner, Reading 
Law: The Interpretation of Legal Texts, 107–11 (2012) (discussing the “negative-implication 
canon”). 
Another possibility is that § 101(a)(1) requires directly proportional representation. See 
Am. Compl. ¶¶ 17, 19. To preserve a member’s “equal vote,” perhaps each delegate must 
represent the same number of local members. Cf. Rucho v. Common Cause, 588 U.S. 684, 709 
(2019) (explaining that in constitutional “one-person, one-vote cases” the term “vote dilution” 
refers to the idea that “each representative must be accountable to (approximately) the same 
number of constituents”). But every court to consider the argument that § 101(a)(1) demands 
proportional representation has apparently rejected it. See, e.g., Fritsch v. Dist. Council No. 9 

17 
Bhd. of Painters, Decorators & Paper Hangers of Am., 493 F.2d 1061, 1063 (2d Cir. 1974) 
(rejecting the argument that Title I requires a “one-man-one-vote” rule and reasoning that any 
claim about relative vote weight should be brought under Title IV, if at all).4 Seeing the writing 
on the wall, Plaintiffs now disavow this argument too. Pls.’ Mot. at 11. That leaves their naked 
protest of unfairness. See id. at 15. 
Without any explanation for when voter dilution violates the equal right to vote, 
Plaintiffs’ lead case fizzles. In APWU, the D.C. Circuit rejected a union’s double standard. The 
American Postal Workers Union (APWU) was a parent union that included various local unions 
representing a variety of Postal Service employees. See 665 F.2d at 1098. APWU interpreted its 
constitution to give only members of some local unions—those representing “mail processors”—
the right to ratify collective bargaining agreements affecting them. Id. at 1099. Non-mail 
processing locals, APWU maintained, had no such right. Id. 
That disparity violated Title I. Section 101(a)(1) guaranteed APWU members the equal 
right to vote in “referendums,” which included “ratification votes on collective bargaining 
agreements.” Id. at 1101 n.12. APWU violated that requirement by “creat[ing] two classes of 
members, only one of which [was] entitled to ratify its collective bargaining agreements.” Id. at 
1102. Non-mail processing unions were “a permanent special class of membership not entitled 
to an equal vote.” Id. (cleaned up). The Circuit then held that the distinction could not be 
justified under Title I’s “reasonable rules and regulations” carve out. See id. at 1102–05. 
 
4 Other courts have rejected similar challenges under § 101(a)(1)’s carve out for “reasonable 
rules and regulations” that deprive members of the equal right to vote. See infra Part III.B.ii. 
The preliminary inquiry into whether the formula denies members “equal rights” appears to be 
the more natural textual hook for their analysis. But under either clause, Plaintiffs’ claim fails. 

18 
APWU is inapposite because Barry has not been denied voting rights. It was undisputed 
in APWU that the plaintiffs—a local and its non- mail processing members—lacked a voting right 
that others had. See id. at 1099, 1102. Not so here. Again, Barry can vote for delegates in Local 
3000 elections. See DSMF ¶¶ 16–17. And Local 3000’s delegates can vote on officer elections 
and other business at the convention. See, e.g., id. ¶¶ 8, 11. Plaintiffs identify no voting right 
other UFCW members possess that Barry lacks. That is fatal to Plaintiffs’ claim. 
ii. 
More, even if the delegate allocation formula deprived Barry of “equal rights” to vote, 
that formula would still be valid. Title I protects a union member’s “equal rights” to vote 
“subject to reasonable rules and regulations in [the union’s] constitution and bylaws.” 29 U.S.C. 
§ 411(a)(1). The reasonableness clause is an independent hurdle a union member must clear. 
See APWU, 665 F.2d at 1102. Plaintiffs have not done so. Because the delegate allocation 
formula is reasonable, Plaintiffs’ claim fails twice over. 
 APWU teaches that a union rule based on “mechanical adherence to prior practice with no 
rational policy justification” is not a “reasonable rule or regulation.” Id. at 1103. Otherwise, 
Circuit precedent offers little guidance on the reasonableness clause. So the Court follows the 
parties’ lead by applying the Seventh Circuit’s test, looking at the “balance between the anti-
democratic effects of the challenged rule and the union interests urged in its support.” McGinnis 
v. Loc. Union 710, Int’l Bhd. of Teamsters, 774 F.2d 196, 200 (7th Cir. 1985) (cleaned up) 
(attributing this test to Alvey v. Gen. Elec. Co., 622 F.2d 1279, 1285 (7th Cir. 1980)); see Pls.’ 
Mot. at 21 (encouraging the Court to follow Alvey); Defs.’ Mot. at 34 (directing the Court to 
McGinnis). Further, “[r]easonableness here must also be interpreted in light of the general policy 
against judicial interference in the internal affairs of unions.” McGinnis, 774 F.2d at 200; see 

19 
Theodus v. McLaughlin, 852 F.2d 1380, 1386 (D.C. Cir. 1988) (endorsing this policy in a 
different sort of LMRDA suit). 
 Under these principles, UFCW’s delegate apportionment formula is a “reasonable” 
regulation of members’ voting rights. First, consider its effects. Recall that the graduated 
proportionality formula allocates delegates to locals based on membership with incrementally 
fewer delegates per member as union membership increases. See, e.g., DSMF ¶ 21; 2023 UFCW 
Const. art. 15. To show “anti-democratic” effect, Plaintiffs compare the delegate-to-member 
ratio for the largest unions relative to the smallest unions. See, e.g., Pls.’ Mot. at 7–8; PSMF 
¶¶ 12, 13; Pls.’ Reply at 10. They say, for example, “that all the members in small locals, of 
under 500 members, number less than half of the members of Local 3000 but are given over 7 
times the voting strength of Local 3000’s members on the Convention floor.” Pls.’ Mot. at 8. 
Those abstract calculations hide the full story. To start, UFCW rightly criticizes 
Plaintiffs for offering statistics without explaining the calculations on which they rest. See, e.g., 
PSMF ¶¶ 12, 13; Defs.’ Resp. PSMF ¶ 13; Defs.’ Reply at 24. More, the calculations ignore the 
practical realities that prevent small unions from realizing the greater proportional representation 
they could have. See, e.g., DSMF ¶ 56 (explaining that smaller unions have difficulty fielding 
delegates because their leaders have full-time jobs); Pls.’ Ex. 5 (“Perrone Dep.”) at 20:16–21:3, 
ECF No. 33-10 (same). Ample undisputed record evidence shows that the small unions to which 
Plaintiffs compare Barry’s voting strength often send no delegates to the convention. For 
example, Plaintiffs do not dispute that more than two thirds “of local affiliates with 1,000 or 
fewer members sent zero delegates to the 2023 UFCW Convention.” Defs.’ Resp. PSMF ¶ 12; 
see id. ¶ 141; DSMF ¶ 56. Barry’s local, meanwhile, sent every delegate it could to the last 
convention. 2023 Delegate Apportionment Spreadsheet at 2. Nor is there any reason to think 

20 
that these trends would change at future conventions. In short, though the graduated 
proportionality formula does theoretically afford larger unions like Barry’s fewer delegates per 
member than small unions, the evidence belies Plaintiffs’ claims about the extent of that 
disparity. 
Second, balance those effects against UFCW’s reasons for the apportionment formula. 
The graduated proportionality formula traces back to UFCW’s founding in 1979. DSMF ¶ 21. It 
was part of a compromise between the unions that merged to create UFCW. Hipolito Decl. ¶ 11, 
ECF No. 32-39.
5 That history, of course, would not justify unthinking retention of the formula. 
See APWU, 665 F.3d at 1103. But that is not the case here. Instead, the record shows that 
UFCW has reconsidered and decided to maintain (with some tweaks) the graduated 
proportionality formula out of cost concerns and satisfaction with how it accommodated the size 
disparity between locals. 
 Start with cost concerns. Undisputed evidence paints the delegate allocation formula as a 
way to keep convention costs down. See, e.g., Perrone Dep. at 25:2–9; Pls.’ Ex. 11 (“Saleeby 
Email”) at 2, ECF No. 33-16. In 1993, the convention amended the formula in a way that 
“reduce[d] the number of delegates Local Unions are entitled to, due to financial considerations.” 
Defs.’ Ex. 22 (“1993 Convention Constitution Committee Report”) at 5, ECF No. 32-25. And 
before the most recent convention, UFCW staff decided against recommending changes to the 
formula because of cost concerns. See, e.g., Saleeby Email at 2; Perrone Dep. at 25:2–9. A 
more directly proportional allocation system would increase the number of delegates, thereby 
 
5 To the extent Plaintiffs argue that the formula is invalid because it was adopted for 
discriminatory purposes, the record does not back that up. See, e.g., Defs.’ Ex. 11 (“Barry 
Dep.”) at 50:6–8, ECF No. 32-14 (Barry’s testimony that she has no evidence showing the 
delegate allocation formula was adopted for discriminatory reasons); DSMF ¶ 27 (Defendants’ 
uncontested statement that there is no evidence of discrimination in the record). 

21 
increasing convention space and delegate lodging budgets. See DSMF ¶¶ 52–53 (explaining that 
UFCW pays for these convention costs). 
 The cost concerns alone justify the formula , but add to the budget constraints evidence 
that UFCW believes the formula works well in practice. Former UFCW President Marc Perrone 
explained, for example, that the formula “balances the equities between the large locals and the 
small locals.” Perrone Dep. at 27:13–15. By giving larger locals fewer additional delegates as 
membership rises, the formula counteracts the existing incentives that favor large locals. Large 
locals, for example, “have quite a bit of influence” on the executive board. Id. at 27:16–21. 
And, again, they are better able to field convention delegates. E.g., id. at 20:16–21:3; Defs.’ 
Resp. PSMF ¶ 12. 
 Rather than trying to dispute most of this evidence about UFCW’s reasons for graduated 
proportionality, Plaintiffs demand that UFCW disprove the workability of their preferred 
alternative. They argue that weighting delegate votes by the number of local members would 
allow for directly proportional representation without increasing the number of delegates. Pls.’ 
Mot. at 26. Weighted voting may well be preferable. Several peer unions use it in some way. 
See, e.g., PSMF ¶¶ 32, 34, 36. And caselaw confirms Title I permits weighted voting. Am. 
Fed’n of Musicians v. Wittstein, 379 U.S. 171, 182 (1964). That weighted voting is an option 
available to UFCW, though, does not require its adoption. 
More, Plaintiffs get things backwards by insisting that UFCW needs to explain why 
weighted voting would not work. See Pls.’ Mot. at 26–27. Section 101(a)(1) blesses 
“reasonable rules and regulations” that burden the equal right to vote. 29 U.S.C. § 411(a)(1) 
(emphasis added). It does not require the least restrictive means possible. Cf. APWU, 665 F.2d 
at 1103, 1104 (rejecting as unreasonable a voting restriction that lacked a “reasonable rationale” 

22 
or a “rational policy justification”). When confronted with a similar demand that a union justify 
its rule under another Title I provision requiring reasonableness, the D.C. Circuit rejected the 
argument. See Quigley v. Giblin, 569 F.3d 449, 456 (D.C. Cir. 2009) (“Section 101(a)(2) does 
not impose an evidentiary burden but requires only that a union rule be ‘reasonable.’”). The 
Circuit added that “a union rule need not perfectly achieve its intended purpose” to be 
“reasonable.” Id. at 457. Quigley, true enough, involved a different Title I provision. See Pls.’ 
Reply at 7–9. But the court’s analysis of the neighboring provision focused on the same word—
“reasonable”— at issue here. Quigley, 569 F.3d at 456. The Court sees no reason to ignore the 
Circuit’s reasoning. 
Finally, the dearth of precedent supporting Plaintiffs only tips the scales further in 
UFCW’s favor. Plaintiffs are not the first union members to ask a court to require a union to 
adjust the degree of representation a union provides in elections. Courts rejected those claims. 
Defs.’ Mot. at 34–35; see, e.g., Denov v. Chi. Fed’n of Musicians, Loc. 10-208, 703 F.2d 1034, 
1041 (7th Cir. 1983) (“Congress did not require a one-member, one-vote system of 
representation”); Gordon v. Laborers’ Int’l Union of N. Am., 490 F.2d 133, 137–38 (10th Cir. 
1973) (Title I “was not intended to impose a proportional representation system on international 
unions or their intermediate bodies”). Plaintiffs try to sideline these cases with factual 
distinctions but point to no comparable case that comes out their way. See, e.g., Pls.’ Mot. at 17–
18. That lack of support is telling, particularly considering the “policy against judicial 
interference” in union affairs. McGinnis, 774 F.2d at 200. 
 Taken together, these considerations show that there is no genuine dispute of material 
fact on the reasonableness of UFCW’s formula. UFCW allocates delegates based on graduated 

23 
proportionality because it serves the union’s interests of keeping costs down and practically 
balancing the interests of its locals. 
IV. 
In the end, although the voter dilution claim is capable of resolution in this Court, it 
cannot survive summary judgment. UFCW’s delegate structure does not offend Title I’s “equal 
rights” guarantee and even if it did, it would be permissible as a “reasonable rule or regulation” 
of member voting rights. See 29 U.S.C. § 411(a)(1). Plaintiffs’ arguments to the contrary, at 
bottom, devolve into protests of unfairness. Even Title I’s “exhaustive Bill of Rights,” Crowley, 
467 U.S. at 536 (cleaned up), does not stretch so far as to allow a Court to micromanage how a 
union has structured its affairs at the behest of two members. UFCW’s democratic channels 
provide the appropriate forum for Barry and Scott’s concerns. 
For all these reasons, the Court will deny Plaintiffs’ summary judgment motion and grant 
Defendants’ summary judgment motion. A separate Order will follow. 
 
 
Dated: May 21, 2026 TREVOR N. M cFADDEN, U.S.D.J. 
 

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