UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA SIMON BRONNER, et al. , : : Plaintiffs, : Civil Action No.: 16-0740 (RC) : v. : Re Document Nos.: 57, 59 : LISA DUGGAN, et al. , : : Defendants. :
MEMORANDUM OPINION G RANTING P LAINTIFFS ’ A MENDED M OTION TO E XTEND T IME TO A DD P ARTIES [57]; G RANTING P LAINTIFFS ’ M OTION FOR L EAVE TO F ILE S ECOND A MENDED C OMPLAINT [59]

I. INTRODUCTION Plaintiffs bring this suit agains t the American Studies Association (“ASA”) and several of its current and former leaders, i ncluding Defendants Lisa Duggan, Curtis Marez, Avery Gordon, Neferti Tadiar, Sunaina Maira, and Chandan Reddy (“Individual D efendants”), alleging that they improperly introduced and impleme nted a resolution calling for the academic boycott of Israel. This matter now comes before the Court on Plaintiffs’ Motion fo r Leave to File a Second Amended Complaint, in which Pla intiffs seek to assert several n ew theories of liability for breaches of fiduciary duties, breaches of contract, and ultra vires activity and to add four new defendants to the suit: Jasbir P uar, J. Kehaulani, Kauanui, Ste ven Salaita, and John Stephens. Pls.’ Mot. Leave File Second Amend ed Compl. (“Pls.’ Mot.”), ECF No. 59. For the reasons stated below, the Court will grant the motion. However, the Co urt has also identified a potential impediment to this Court’s subj ect matter juri sdiction and, the refore, it will requi re the parties to submit additional briefing on that issue.2 II. BACKGROUND A. The American Studies Association The ASA is a nonprofit organization whose object is “the promot ion of the study of American culture through the enc ouragement of r esearch, teachin g, publication, the strengthening of relations among persons and institutions in th is country and abroad devoted to such studies, and the broade ning of knowledge among the general public about American culture in all its diversit y and complexity.” See Const. & Bylaws of the A m. Studies Ass’n (“ASA Const. & Bylaws”), Const., A rt. I, § 2, ECF No. 21-3. The ASA’ s founding documents provide that the society was “organized e xclusively for education and a cademic purposes.” Am. Verified Compl. Derivative and Direct Claims (“FAC”) ¶ 24, ECF No. 19. The ASA is overseen by a Presiden t and a “National Council.” T he National Council is charged with “conduct[ing] the bus iness, set[ting] fiscal polic y, . . . and oversee[ing] the general interests of the [ASA].” ASA C onst. & Bylaws, Const., Art. V, § 2. There are 23 voting members of the National Council . FAC ¶ 74; ASA Const. & Bylaws , Const., Art. V, § 1. In addition, there is a President who presides over the National C ouncil and has a duty to “fulfill the chartered obligations and purposes of the [ASA].” ASA Const. & Bylaws, Const., Art. IV, § 2. Under the ASA’s bylaws, “[n]o s ubstantial part of the activitie s of the [ASA] shall be the carrying on of propaganda, or otherw ise attempting, to influenc e legislation, and the corporation shall not participate in, o r intervene in . . . any political c ampaign on behalf of any candidate for public office.” FAC ¶ 25. According to Plaintiffs, the ASA ha s conformed to these rules for decades and has established a “uniform practice” that prevents the ASA from advocating for particular positions on U.S. government policy. FAC ¶ 25. Bas ed “solely on the condition and3 understanding that this practi ce would be followed,” Individual Plaintiffs donated time and money to the ASA. FAC ¶ 26. B. ASA’s Boycott Resolution In November 2013, at the ASA’s annual meeting, ASA leadership i ntroduced a resolution advocating for the boycott of Isr aeli academic institutions (th e “Boycott Resolution” or “Resolution”) on the basis that Israel restricted academic acti vity in formerly Jordanian-occupied territory that came under Israeli control after the Six Day War in 1967. See FAC ¶¶ 29, 41. The Boycott Resolution states that t he ASA is devoted to “the strug gle against all forms of racism,” that the United States helps en able Israel to illegally occupy Palestine, that there is “no effective or substantive academic freedom for Palestinian students and sc holars under conditions of Israeli occupation,” and that the ASA is dedicated to the rights of stu dents and scholars in Israeli institutions. FAC ¶ 31. The Re solution’s operative clause states: [i]t is resolved that the American Studies Association (ASA) en dorses and will honor the call of the Palestinia n civil society for a boycott o f Israeli academic institutions. It is also resolv ed that the ASA supports the pr otected rights of students and scholars everywhere to engage in research and publ ic speaking about Israel–Palestine and in support of the boycott, divestment, and sanctions (BDS) movement. FAC ¶ 31. During the presentati ons in support of the resolutio n, the proponents allegedly did not present any data or research, di d not address how the affected institutions were founded, and did not specifically address “any . . . a spect of the actual state of academic freedom in the [t]erritories at any time.” F AC ¶¶ 43–45. Instead, the speake rs’ “principal focus” was on an alleged apartheid state in the territories at issue and the nee d for the ASA to support the ending of “the so-called settler-coloni alist Zionist project” and Amer ica’s support for these policies. FAC ¶ 48. Plaintiffs allege th at no speakers in opposition to the resolution were invited to speak during the course of the discu ssion, FAC ¶ 47, and that Defenda nts “actively prevented an4 informed and methodical discussi on of the Boycott resolution” i n part by actively preventing opponents of the measure from being heard. FAC ¶ 46. Ultimately, the resolution passed, but Plaintiffs suggest that Defendants manipulated the vote. According to the complaint , members of the ASA who suppo rted the resolution encouraged their students to join the ASA because they knew the students would vote in favor of the resolution. FAC ¶ 40. Around the same time, at least one Individual Plaintiff attempted to vote but was told by ASA leadersh ip that he could not “ostensib ly because he renewed [his ASA membership] too late to vote. ” FAC ¶ 35. Plaintiffs allege th at at least one other person who renewed his membership just befo re the vote was allowed to vote despite the indivi dual plaintiff being barred from doing so under si milar circumstances. FAC ¶ 38. At the end of voting, the ASA asserted that the resolution passed. FAC ¶ 33. Plaintiffs claim that, since the boycott, several members of the ASA have resigned in protest of the boycott, financia lly depriving the ASA of member ship dues for years to come. FAC ¶ 60. Moreover, Plaintiffs alle ge that the ASA has experie nced a significant decline in reputation because of the boycott. FAC ¶ 61. The ASA is alleg ed to have suffered financial harm as a result of the boyco tt because of an alleged decrease in donations and an increase in public-relations spending requi red by the need to deal with the public backlash resulting from the boycott. FAC ¶ 84. Although Plaintiffs do not allege any spec ific amounts of damages in their complaint, they do, in their “Juri sdiction and Venue” section, assert that “the amount in controversy exceeds $75,000.” FAC ¶ 9.
C. The Present Suit Plaintiffs initially filed su it in this Court on April 20, 2016 and later amended their complaint on June 23, 2016. Plaintiffs initially sought to cha llenge various act s leading up to the5 passage of the Boycott Resoluti on both in their individual capa cities and derivatively on behalf of the ASA, seeking damages, de claratory relief, and injunctive relief for alleged breaches of fiduciary duties, ultra vires acts, breaches of contract, vi olations of the D.C. Nonprofit Corporation Act, a nd corporate waste. In response, Defendants moved t o dismiss the suit on various gr ounds. Among other arguments, Defendants claimed that the suit should be dismissed because this Court lacked subject matter jurisdiction and that, alternatively, the deriva tive claims should be dismissed for failure to make a pre-suit de mand on ASA’s National Council. See Defs.’ Mot. Dismiss, ECF No. 14. On the issue of subject ma tter jurisdiction, Defendant s argued that jurisdiction was lacking because Plaintiffs faile d to satisfy the amount-in-cont roversy requirement necessary to maintain a diversity s uit under 28 U.S.C. § 1332. See Defs.’ Mot. Dismiss at 7–11. The Court disagreed, holding that, because it was not a legal impossibili ty for Plaintiffs to receive a judgment of at least $75,000, that the amount-in-controversy re quirement was satisfied. Mem. Op. at 11–13, ECF No. 28. However, the Court did agree with De fendants’ argument that Plaintiffs had failed to make apre-suit demand under circumstances in which it was required.
See Mem. Op. at 21–26. Accordingly, the Court dismissed all of th e derivative claims. See Mem. Op. at 29. In addition, the C ourt found that Plaintiffs h ad failed to state cognizable ultra
vires claims. See Mem. Op. at 29–34. The Court di d, however, allow Plaintiffs t o proceed on their direct claims for waste, 1 breach of contract, and violati on of the D.C. Nonprofit Corpor ation Act. See Mem. Op. at 2.

1 Defendants have since moved f or judgment on the pleadings withrespect to this claim, arguing that a claim for waste may only be asserted by ASA itse lf and cannot be asserted by Plaintiffs directly. Because the Court has identified a potent ial impediment to subject matter jurisdiction, the Court will not r esolve the Defendants’ motion unless and until the Court can assure itself that it has su bject matter jurisdiction.6 On November 9, 2017, Plaintiffs move d for leave to amend their complaint. See Pls.’ Mot. In their amended complaint , Plaintiffs have significantlyexpanded on their factual allegations and now seek to add four new defendants who held se nior leadership roles at ASA: Jasbir Puar, J. Kehaulani Kauanui, Steven Salaita, and John Ste phens (the “New D efendants”).
See Pls.’ Mot. at 1–2. In addition, P laintiffs assert several new claims that they contend were revealed in the course of disc overy. Specifically, they assert several new claims sounding in breach of fiduciary duties and claims for breach of contract an d ultra vires acts. See Pls.’ Mot. at 1. Defendants have opposed P laintiffs’ motion to amend. See Defs.’ Opp’n Mot. Leave File Seond Am. Compl. (“Defs.’ Opp’n”), ECF No. 66

III. ANALYSIS A. Motion for Leave to File Second Amended Complaint Under the Federal Rules of Civ il Procedure, once a defendant ha s responded to a complaint and more than 21 days have elapsed, the plaintiff mayamend his or her complaint “only with the opposing party’s wr itten consent or the court’s leave.” Fed. R. Civ. P. 15(a)(2). Because Defendants refuse to consent to an amendment, Plaintiff s have requested this Court’s leave. “The grant or denial of leave to amend is committed to the sound discretion of the district court.” De Sousa v. Dep’t of State , 840 F. Supp. 2d 92, 113 (D.D.C. 2012) (citation omitted). However, “[t]he court should fr eely give leave when justice so requires,” Fed. R. Civ. P. 15(a)(2), which “severely restric t[s]” the court’ s discretion t o deny leave to amend and dismiss, Caribbean Broad. Sys., Ltd. v. Cable & Wireless PLC , 148 F.3d 1080, 1084 (D.C. Cir. 1998) (quoting Bank v. Pitt , 928 F.2d 1108, 1112 (11th Cir. 1991)). Courts have also reco gnized a “policy in favor of hearing cases on their merits,” which weigh s in favor of permitting amendments. Id. Nevertheless, leave is properly denied in cases involving “undu e delay, bad7 faith or dilatory motive on the part of the movant, repeated fa ilure to cure deficiencies by amendments previously allowed, un due prejudice to the opposing party by virtue of allowance of the amendment, [and] f utility of amendment.” Foman v. Davis , 371 U.S. 178, 182 (1962). Here, Defendants argue that l eave to amend should be denied bec ause (1) the amendment would cause undue prejudice to Def endants, (2) the Plaintiffs are acting out of bad faith or dilatory motive, and (3) the amendment would be futile. See Defs.’ Opp’n at 1. The Court addresses each of Defenda nts’ arguments below. 1. Prejudice The Court begins its inquir y into Plaintiffs’ motion by conside ring what prejudice, if any, Defendants might sustain if leav e to amend were granted. Indee d, “[t]he most important factor the Court must consider when d eciding whether to grant a motionfor leave to amend is the possibility of prejudi ce to the opposing party.” Djourabchi v. Self , 240 F.R.D. 5, 13 (D.D.C. 2006) (citing Wright , Miller, & Kane, Federal Practice and Procedure , § 1487 (2d ed.1990)). An amendment may be unduly prejudic ial if it “subs tantially changes the theory on which the case has been proceeding and is proposed late enough so that th e opponent would be required to engage in significant new preparation.” Id. (quoting Wright, Miller, & Kane § 1487). Likewise, leave may also be denied where the non-moving party would be pu t to the additional expense and burden of a more lengthy and com plicated trial or where the issues raised by the amendment are remote to the issues in the case. Id. “Where the proponent of the amendment establishes that the additional claim would not ‘ unduly increase discovery or de lay the trial, and when the opponent could not claim surprise,’ however, the amendment shou ld be allowed.” Id. (quoting Wright, Miller, & Kane, Federal Practice and Procedure , § 1487 (2d ed.1990)).8 Defendants generally complain that allowing the amendment would expand the preparation and expenses necessary for them to litigate the newclaims. See Defs.’ Opp’n at 12. Specifically, they claim that the amendment would require addit ional discovery and, in particular, document review of emails for the newly added defen dants. See Defs.’ Opp’n at 15. But, “[i]nconvenience or additiona l cost to a defendant is not necessarily undue prejudice,” City of Moundridge v. Exxon Mobil Corp. , 250 F.R.D. 1, 6–7 (D.D.C.2008) (emphasis added), and “an amendment is not automatica lly deemed prejudicial if it cau ses the non-movant to expend additional resources,” United States ex rel. Westrick v. Second Chance Body Armor, Inc. , 301 F.R.D. 5, 9 (D.D.C. 2013); see also Kas v. Fin. Gen. Bankshares, Inc. , 105 F.R.D. 453, 458 (D.D.C. 1984) (“While it is tru e that permitting the plaintiffs to amend their complaint may require a postponement of the trial date to permit further disc overy, this is not an adequate reason to deny plaintiffs’ motion . . . [n]or does the need for additi onal discovery necessarily constitute sufficient prejudice to deny an othe rwise meritorious motion.”) . Indeed, “[a]ny amendment will [necessarily] require some expe nditure of resources on the partof the non-moving party.” United States ex rel. Westrick , 301 F.R.D. at 9. If the court “w ere to employ a policy of de nying plaintiffs leave to amend in eve ry situation where an amended c omplaint may result in additional discovery or expense, then this court would fail to abide by th e legal standar d of granting leave ‘freely . . . when justi ce so requires.’” Hisler v. Gallaudet Univ. , 206 F.R.D. 11, 14 (D.D.C.2002) (quoting Fed. R. Civ. P. 15(a)). The Court is not convinced that the additional discovery and ex pense that this amendment might create for Defendants is so substantial as to w arrant denial of the motion. To start, Defendants do not offer ev idence that the amended compla int would unduly prejudice their legal strategy or their ability to present e vidence. Plaintiff s do not depart drastically from the9 theories advanced in the first two complaints. Indeed, Defendants do not dispute that Plaintiffs’ new claims advance theories for relief that stem from and are o therwise related to the passage of the Boycott Resolution. Instead, Defendants claim simply that, if new defendants are added, Plaintiffs will likely seek “the same broad categories of docum ents” from them that Plaintiffs have sought from the other Defe ndants. Defs.’ Opp’n at 15. Bu t this fact does not speak of undue prejudice—it suggests a simple reality in litigation that the addition of defendants will in many cases entail additional di scovery involving those defendan ts. Whatever prejudice Defendants might endure is not und ue and the Court will not deny a motion to amend on this type of prejudice that typicall y inheres in all motions to amen d. See Hisler , 206 F.R.D. at 14. 2. Bad Faith or Dilatory Motive Defendants also argue that Plai ntiffs have been dilatory in mov ing to amend their complaint and that Plaintiffs’ motion is being made in bad faith. In this regard, Defendants make two points. First, they contend that Plaintiffs have always kn own about the four proposed New Defendants and their roles relat ive to the resolution. Defs.’ Opp’n at 8–10. Second, they suggest that Plaintiffs are merely us ing the motion in a sort of public relations campaign intended to dissuade third parties from adop ting resolutions similar to the one at issue in this case. Defs.’ Opp’n at 10–12. The Court finds tha t neither of these argument s meets the bar necessary to show bad faith or di latory motive. It is certainly tru e that a court may deny a motion to amend under circumstances when it is apparent that the moving party has been dilatory and failed to amend their pleadings promptly. But, “[c]ourts that have found an undue delay in filing have ge nerally confronted cases in which the movants failed to promptly allege a claim for which they al ready possessed evidence.” United States ex rel. Westrick , 301 F.R.D. at 9; see also LaPrade v. Abramson , No. 97–10, 200610 WL 3469532, at *5 (D.D.C. Nov. 29, 2006) (finding the motion fo r leave to amend dilatory and unduly delayed “because [the plaint iff] knew sufficient facts b efore the amendment deadline to make the claims she now seeks to add”); see also McGee v. District of Columbia , 646 F.Supp.2d 115, 121–22 (D.D.C.2009) (holding that “[t]he fact that claims [added] in an amended complaint are based on the same legal dutie s or facts asserted in the ori ginal complaint is grounds for denying leave to amend”). In this case, Defendants argue that plaintiffs were both aware of the New Defendants and that they had arole in the Boycott Resoluti on. See Defs.’ Opp’n at 9. Defendants point out that these Ne w Defendants were identified in the Plaintiffs’ original complaint and claims that they wer e discussed in certain early discovery requests and responses (though Defendants have not include d those discovery materials in its submission to the Court).
See Defs.’ Opp’n at 9–10. Neverthel ess, it is one thing to be awar e of someone’s existence and general role in an enterprise or transaction, but it is quite s omething else to have a sufficient factual predicate upon which to a ssert a claim. Plaintiffs arg ue in their motion that the proposed complaint “rests on newly discovere d evidence that the Plaintif fs could not have presented to the Court earlier,” includ ing “factual matters that . . . identify additional parties who are culpable .” Pls.’ Mot. at 8 (emphasis added). Defendants give the Court no r eason to doubt that this is the case, and the fact that Plaintiffs might have been aware of the se persons’ mere existence at an earlier stage is neither surp rising nor does it, in and of itse lf, suggest that Plaint iffs were dilatory in asserting their claims. Defendants also argue that, dur ing a meet and confer in Septemb er 2017, Plaintiffs indicated an intention to add two of the New Defendants by fili ng an amended complaint. See Defs.’ Opp’n at 8. They contend that the two-month period betw een these statements and the ultimate filing of this motion nece ssarily proves Plaintiffs’ d ilatory intentions. See Defs.’ Opp’n11 at 8–12. The Court is not convin ced. First, the length of del ay here, in the context of the size and complexity of this case, i s relatively minor. Second, and more importantly, during this twomonth period, there was still a substantial amount of discoverythat was apparently taking place. Indeed, approximately two third s of all of the documents produc ed by Defendants were produced in mid-October alone. One can ha rdly fault Plaintiffs for wait ing until they could review a substantial portion of these doc uments before amending their co mplaint, for they might have been forced to amend it once more after they were done. Finall y, whatever delay there might have been—which appears to have b een minimal, if there was any at all—was hardly prejudicial to Defendants. Indeed, this is not a case where a plaintiff se eks to amend his complaint on the eve of trial or in an attempt t o save an action from an already -pending motion for summary judgment. Rather, Plaintiffs s ought to amend their complaint b efore the close of discovery and before any trial or pretrial date s have been scheduled. “Gener ally, [] a plaintiff is not dilatory in seeking to amend a complaint w hen no trial or pretrial dates ha ve been scheduled.” 27A T. Bateman, et. al., Federal Procedure, Lawyers Edition § 62:273 (2018). And Defendants have made no attempt to show that they have been prejudiced by any p urported delay. Djourabchi , 240 F.R.D. at 13 (“delay alone i s an insufficient ground to den y [a] motion [to amend] unless it prejudices the oppos ing party”). Apart from allegations of dilatory behavior, Defendants also cl aim that Plaintiffs have other nefarious purposes in movi ng to amend their Complaint at this time. Specifically, they speculate that Plaintiffs have timed their motion to coincide w ith an annual meeting of another academic association that was considering an academic boycott o f Israel. See Defs.’ Opp’n at 10–11. According to Defendants, the motion is, in reality, par t of an elaborate public relations campaign designed “to ‘ratchet up’ the pressure on third partie s who might consider a boycott12 against Israeli academic institutions.” Defs.’ Opp’n at 10. B ut the Court cannot countenance denial of a motion to amend base d purely on this type of conjec tural guess-work. “Preventing a party from amending her complaint on the basis of bad faith gen erally requires an affirmative showing by the nonmoving party.” Sherrod v. McHugh , 249 F. Supp. 3d 85, 87 (D.D.C. 2017) (internal citations omitted). T ypically, this entails a showin g that “the proposed amendments are similar to already-rejected cla ims or otherwise unlikely to suc ceed on their face.” Id. (citing Hoffmann v. United States , 266 F. Supp. 2d 27, 34 (D.D.C. 2003)). Defendants have made no such showing here. First, even i f the motion does coincide wit h a meeting of another academic institution, Plaintiffs have made a plausible showing that the timing of the motion was actually the result of Defendants’ lat e production of large amounts of m aterials, rather than other questionable purposes. Moreover, the new claims that Plaintiff s assert do not appear to be the same as those that this Court has already rejected 2 nor do they appear outlandish on their face. Accordingly, the Court cannot f ind that the motion should be de nied on the basis of bad faith. 3. Futility Finally, the Court may deny leav e to amend if the proposed amen dment would be futile, meaning the amended complaint could not withstand a motion to d ismiss. BEG Investments,

2 Defendants do claim that Plain tiffs are attempting to repackag e former derivative claims as direct claims. But the Cour t does not view this alone as an indication of bad faith. The Court dismissed the derivative claims b ecause Plaintiffs had failed t o make a demand on the National Council, not because the claims th emselves, if ASA had asserted them on its own, lacked merit. The claims that Plaintiffs see k to assert sound in breaches of fiduciary duty, breaches of contract, and ultra vires action, which the D.C. Court of A ppeals has suggested may be as serted directly by shareholders and members of non- profit organizations under c ertain circumstances. See Jackson v. George , 146 A.3d 405, 415 (D.C. 2016); Daley v. Alpha Kappa Alpha Sorority, Inc. , 26 A.3d 723, 729–30 (D.C. 2011). Moreover, to the extent that Plaintiffs are asserting ultra vires claims, it is apparent from the Complaint that Plaintiffs have made efforts to cure defects that the Court identified in its prior opinion. In short, while the Court takes no position on whether the claims would survive a motion t o dismiss, the changes made to the Complaint are not so egregious and lacking as to suggest to the Court that Plaintiff s are acting in bad faith.13 LLC v. Alberti , 85 F. Supp. 3d 13, 23 (D.D.C. 2015) (citing Foman , 371 U.S. at 182; James Madison Ltd. v. Ludwig , 82 F.3d 1085, 1099 (D.C. Cir. 1996)). The Court, however, wi ll not deny leave on this basis. There are two principle reasons for this decision. First and foremost, as explained below, the briefing on the motion to amend has raised a serious question concerning this Court’s subject-matter juri sdiction. Consequently, the Co urt declines to assess and evaluate the legal issues implicated in Defendants’ various arguments un til the Court can adequately resolve the threshold jurisdictional issue. See Wesberry v. United States , 205 F. Supp. 3d 120, 134 n.12 (D.D.C. 2016) (“The Court cannot reach the merits of the case without assurin g itself that it has subject m atter jurisdiction. ”). Second, Defendants appear to have taken a rather scattershot approach to argui ng futility and have presented onl y bare-bones arguments with almost no legal authority for their various positions. Given the rather complex nature of this matter, the Court is not inclin ed to dismiss the proposed claim s based purely on cursory arguments that lack clear r ationale and legal authority. See Fox v. District of Columbia , 851 F. Supp. 2d 20, 39 (D.D.C. 2012) (“The Cour t declines to dismiss these [amended] counts prospectively on the basis of futility when it has not been pre sented with a clear legal basis for why they are futile.”); Doe v. Siddig , 810 F. Supp. 2d 127, 137–38 (D.D.C. 2011) (“courts need not resolve arguments raised i n a cursory manner and with only the most bare-bones arguments in support.” (citing Wash. Legal Clinic for the Homeless v. Barry , 107 F.3d 32, 39 (D.C. Cir. 1997))). Consequently, the Court wi ll not address the Defendan ts’ futility arguments at this time; however, Defendants may re-ra ise these obj ections in a we ll-supported motion to dismiss or motion for summary judgment. A s a result of the foregoing, the Court finds that Plaintiffs should be granted leave to amend their Complaint.14 B. Question of Subject Matter Jurisdiction The Court now returns to a que stion concerning its own subject- matter jurisdiction. In this Court’s prior opinion, it addressed arguments by the parti es concerning subject-matter jurisdiction under 28 U.S.C. § 1332. T hat statute provides tha t “district courts shall have original jurisdiction of all civil actions where the matter in controver sy exceeds the sum or value of $75,000, exclusive of interest and costs, and is between,” amon g others, “citizens of different states.” 28 U.S. C. § 1332(a). I n the earlier round of briefi ng, the principal dispute between the parties concerned whe ther Plaintiffs had satisfied the amount i n controversy requirement. The Court concluded that, because it was not legally impossible for Plaintiffs to recover at least $75,000 in damages, they had satisfied their burden to demonstr ate the existence of subject matter jurisdiction. See Mem. Op. at 11–13, ECF No. 28. Despite having previously addre ssed the issue, this Court has a c ontinuing duty to examine its subj ect matter jurisdiction and must raise the issue sua sponte when it comes into doubt. See Henderson ex rel. Henderson v. Shinseki , 562 U.S. 428, 434 (2011) (“[F]eder al courts have an independe nt obligation to ensure that they do not exceed the scope of their jurisdiction, and th erefore they must raise and decide jurisdictional questions that the parties either overlook or el ect not to press.”). Although the parties have not explicitly rea ddressed subject matter jurisdic tion in their latest round of motions, they have raised certain issues that have given this Court reas on to revisit the amount in controversy issue once more. In the Complaint, the only damage s that Plaintiffs seek are “da mages from the individual Defendants incurred by [ASA].” See Pls.’ Proposed Second Am. C ompl. (“SAC”) ¶¶ 194, 197, 207, 215, 225; SAC at 82. All of those i ndividuals either curr ently serve or have previously served on ASA’s National Council, w hich is equivalent to a Boar d of Directors for purposes of15 the D.C. Nonprofit Corporations Act. See D.C. Code § 29-401.02 (“‘Board’ or ‘board of directors’ means the group of indi viduals responsible for the m anagement of the activities and affairs of the nonprofit corporat ion, regardless of the name us ed to refer to the group.”). The D.C. Nonprofit Corporations Act, h owever, provides that directo rs of nonprofit organizations are not liable for money damages excep t in very specific situations

. See D.C. Code § 29-406.31. Of particular import here is D.C. Code § 29-406.31(d). That provi sion states: [n]otwithstanding any other provi sion of this section, a direct or of a charitable corporation shall not be liable to the corporation or its membe rs for money damages for any action taken, or any failure t o take any action, as a direc tor, except liability for: (1) The amount of a financial benef it received by the director to w hich the director is not entitled; (2) An intentional inf liction of harm; (3) A violati on of § 29-406.33; or (4) An intentional violati on of criminal law. D.C. Code § 29-406.31(d). In their opposition to the Plaintiffs’ motion for leave to amend, Defendants argued that Plaintiffs did not “attempt to sa tisfy the requirements under the D.C. Nonprofit Corporations Act to hold the individual defendants liable.” Def.’s Opp’n. at 5. Specifically, they pointed to D.C. Code § 29-406.31(d), and noted that “Plaintiffs’ proposed secon d amended complaint alleges none of [the] exceptions [under the statute], nor could [they]. ” Defs.’ Opp’n at 5. Plaintiffs have not disputed this. Instead, Plaintiffs responded in two ways. First, they argue that the suit may proceed because “[s]ubsection (d) only applies to liability for money d amages, not other forms of relief” and, in this case, “Pl aintiffs seek both decl aratory and injunc tive relief.” Pls.’ Reply at 10, ECF No. 67. While it is true that subs ection (d) applies to suits for money damages and that Plaintiffs are pursuing both legal and equita ble remedies, the implicit ar gument that § 29-406.31(d) is somehow unimportant is plai nly wrong. Indeed, not only does it affect the remedies that Plaintiffs might ultimately obtai n, it necessarily has importan t implications for this Court’s16 analysis of subject matter jurisdiction. Because Plaintiffs ar e only seeking money damages from the Individual Defendants, if the D.C. Nonprofit Corporations A ct precludes them from doing so, then it would in fact be legally i mpossible for them to recover $75,000 in this action. Such a finding would necessarily mean that this Court’s subject matter jurisdiction could not be founded on 28 U.S.C. § 1332. Plaintiffs also argue, however , that subsection (d) does not pr eclude damages because it applies only to directors, not to officers. Thus, according to Plaintiffs, “[c]laims brought against Individual Defendants for acts taken while they served as Presi dent are unaffected” by the statute. Pls.’ Reply at 10. Lik ewise, they argue it does not “apply to John Stephens, a paid employee and Executive Director of [ASA].” Pls.’ Reply at 10. Both of these arguments, however, seem potentially problematic. First, the Court is rat her skeptical of the assertion that the statute does not apply to acts taken by ASA’s President. I t is true that the “President” of ASA is described in ASA’s Constitution as an “Officer.” See ASA Const. & Bylaws, Const., Art. IV, §1. But this label alon e is not dispositive. Indeed, under the D.C. Nonprofit Corporations Act, the term “d irector” is quite broad and means any “individual designated, elected, or appointed, by that or any other name or title , to act as a member of the board of directors, while the individual is holding that position.” D.C . Code § 29-401.02(9) (emphasis added). Thus, even though the Pre sident is termed an “officer” under the ASA’s Constitution, the position of President certain ly seems to fit within the def inition of “director” given that the President, by the terms of ASA’ s Constitution, is a member of the National Council. See ASA Const. & Bylaws, Const. A rt. IV, § 2; Art. V, § 1(a). And, in fact, based on the Constitution’s description of duties for the President, the position would see m to be analogous to that of a Chairman of a Board of Directors , given that the President pres ides over meetings of the Council17 and formulates policies and proj ects for presentation to the Co uncil. See ASA Const. & Bylaws, Const., Art. IV, § 2. Moreover, t he President does not appear to have a clear role in day-to-day management of the organization. R ather, the President and the National Council are to supervise the Executive Director, who is described as the “chief administrative officer of the association” and “oversee[s] the affairs of the association” with “responsib ility for the continuing operations of the association.” See ASA Const. & Bylaws, Const. A rt. IV, Sec. 4. Consequently, it is difficult to understand the posit ion of President as being anything other than that of director for purposes of the D.C. Nonpr ofit Corporations Act. To the extent that Plainti ffs hang their hat on Defendant S tephens being a non-director, the question seems closer. Mr. S tephens is ASA’s Executive Dir ector and, as described above, that position does involve overs ight and responsibility for the everyday administration of ASA’s activities. Nevertheless, like the President, ASA’s Constituti on specifies that ASA’s Executive Director is a member of the Na tional Council, albeit a non-voti ng member. See ASA Const. & Bylaws, Const. Art. V, § 1(g). Thu s, it would seem that Defend ant Stephens may also come within the ambit of D.C. Code § 29-406.31(d). Given that the parties have not a ddressed the impact that D.C. Code § 29-406.31(d) may have on this Court’s subject ma tter jurisdiction, the Court wil l order the parties to provide supplemental briefing addressing th is threshold issue within th irty days of this opinion. In the meantime, the case is stayed pendi ng the Court’s consideration of its jurisdiction.

IV. CONCLUSION For the foregoing reasons, Plaintiffs’ Amended Motion To Extend Time To Add Parties (ECF No. 57) is GRANTED and Plaintiffs’ Motion For Leave To File Second Amended Complaint (ECF No. 59) is GRANTED . In addition, the parties are directed to provide18 supplemental briefing on the issue of subject matter jurisdicti on within 30 days of this opinion. The case will remain stayed pendi ng the resolution of that issu e. An order consistent with this Memorandum Opinion is separate ly and contemporaneously issued.

Dated: March 6, 2018 RUDOLPH CONTRERAS United States District Judge