TABLE OF CONTENTS

I. INTRODUCTION
II. STANDARD OF REVIEW
1.        GENERAL RULE: SUBSTANTIAL EVIDENCE
2.        CONSTRUCTION OF A WRITTEN INSTRUMENT
III. ARGUMENT
1.        FIRST ISSUE: WHETHER THE DIRECTORS MEETING HAD THE RIGHT TO AMEND THE 1999 BYLAWS
(1) It Is Not the Directors Meeting but the Biannual Meeting Which Had the Right to Amend the 1999 Bylaws.
(2) Defendant’s Translation Shows That the 1999 Bylaws Required Two Thirds of the Votes of “Registered Members” for Revision of the Bylaws.
2.        SECOND ISSUE: WHETHER THE DIRECTORS MEETING ACQUIRED TWO THIRDS OF DIRECTORS’ VOTES
IV. CONCLUSION

TABLE OF AUTHORITIES

Braewood Convalescent Hosp. v. Workers’ Comp. Appeals Bd. (1983), 34 Cal. 3d 159. -------------------------------------------------------------------------------------- 1, 5
Bowers v. Bernards (1984), 150 Cal. App. 3d 870. ------------------------------- 1, 5
De Anza Enter. v. Johnson (2002), 104 Cal. App. 4th 1307. --------------------- 2
Estate of Teed (1952) 112 Cal. App. 2d 638. --------------------------------------- 1
Morey v. Vannucci (1998), 64 Cal. App. 4th 904. ---------------------------------- 2
Parsons v. Bristol Dev. Co. (1965), 62 Cal. 2d 861. ------------------------------- 2
Schaefer’s Ambulance Serv. v. County of San Bernardino (1998), 68 Cal. App. 4th 581. --------------------------------------------------------------------------------------- 2

Certificate of Compliance

Pursuant to California Rule of Court 14, I certify that Appellant’s Reply Brief is proportionately spaced, has a typeface of 13 points, and contains 2,782 words (as counted by MS Word, a word processing system) excluding the tables and this certificate.

DATED: September 23, 2006        

                                By:                            
APPELLENT Simon Bae in pro per

I. INTRODUCTION
The main issue is whether the amendment of the 1999 bylaws of Korean American Federation of Los Angeles (“KAFLA”) was valid. In connection with the main issue, the trial court reviewed two main sub-issues: (1) whether the directors meeting had the right to amend the 1999 bylaws; and (2) whether assuming arguendo the directors meeting acquired two thirds (2/3) of the directors votes.
Had the trial court found any of the two issues in favor of Plaintiff, the amendment of the 1999 bylaws would have been invalid. However, for all of two sub-issues, the trial court found in favor of Defendants KAFLA and Kee Whan Ha (“HA”). In the appellant’s brief, Plaintiff Simon Bae (“Plaintiff”) argued that there is no substantial evidence supporting the trial court’s findings.

II. STANDARD OF REVIEW
1. General Rule: Substantial Evidence
        The two major issues are factual questions. Therefore, the standard of review on appeal is whether there was substantial evidence supporting the trial court’s findings. Estate of Teed (1952) 112 Cal. App. 2d 638, 644; Braewood Convalescent Hosp. v. Workers’ Comp. Appeals Bd. (1983), 34 Cal. 3d 159, 164; Bowers v. Bernards (1984), 150 Cal. App. 3d 870, 873. Substantial evidence is not synonymous with any evidence. Id. Rather, it must be reasonable in nature, credible, and of solid value. Id. It is essential that the supporting evidence be such as will convince reasonable men who will not reasonably differ as to whether evidence establishes a trial court’s finding. Estate of Teed (1952) 112 Cal. App. 2d 638, 644.
2. Construction of a Written Instrument
        Defendants in Respondent’s Brief argued that on an appeal, challenging the interpretation of an writing, the evidentiary conflict must be resolved in favor of the prevailing party, and any reasonable construction of the writing by the trial court will be upheld. (Respondent’s Brief (“RB”) 17) However, this rule applies only when the construction turns upon the credibility of conflicting extrinsic evidence which was properly admitted at trial. Morey v. Vannucci (1998), 64 Cal. App. 4th 904, 913. In the present case, there was no conflict among properly admitted evidence at trial in construing the 1999 bylaws because the trial court decided that Plaintiff’s translation of the 1999 bylaws was inadmissible.
        Where there is no conflict among properly admitted evidence, the appellate court independently construes a written instrument and resolves any conflicting inferences.  Parsons v. Bristol Dev. Co. (1965), 62 Cal. 2d 861, 866; Morey, 64 Cal. App. 4th at 913; Schaefer’s Ambulance Serv. v. County of San Bernardino (1998), 68 Cal. App. 4th 581, 586; De Anza Enter. v. Johnson (2002), 104 Cal. App. 4th 1307, 1315. It is only when conflicting inferences arise from conflicting evidence that the trial court’s resolution is binding. Parsons, 62 Cal. 2d at 866 fn2. Even mere possibility of conflicting inferences signalizes the appellate court’s responsibility of interpretation. Id. Further, where there is no conflict in the evidence citations, an appellate court is not bound by a construction based on the instrument itself without the aid of evidence citations. In such a case, Appellant may prevail by showing that Appellant’s construction is better than the trial court’s, rather than showing that the trial court’s construction is not supported by any substantial evidence.
However, as discussed below, even if the standard of the independent construction does not apply here, it is clear that there is no substantial evidence supporting the trial court’s finding.

III. ARGUMENT
1.        FIRST ISSUE: WHETHER THE DIRECTORS MEETING HAD THE RIGHT TO AMEND THE 1999 BYLAWS
        For this issue, Plaintiff presented his own translation of the 1999 bylaws (Clerk’s Transcript (“CT”) 79-84), while Defendants presented their own translations of the 1999 bylaws (Respondent’s Motion to Augment (“MA”) 149-156) and the 1982 bylaws (MA 56-69). The trial court found that Plaintiff failed to establish that the directors meeting did not have the right to amend the 1999 bylaws, for the reason that Plaintiff’s translation was inadmissible.
        This finding overlooked the simple fact that Plaintiff used not only his own translation but also Defendants’ translations. Therefore, Plaintiff’s arguments based on Defendant’s translations had to be examined. Further, Plaintiff’s translation was substantially the same as Defendant’s translation of the 1999 bylaws except that Plaintiff translated Section 21 as requiring at least two thirds (2/3) of Registered Members’ vote. Therefore, Plaintiff’s arguments based on his own translation could not be simply disregarded because, as Plaintiff argued many times, the same arguments were also grounded upon Defendants’ translation.
        Even if the trial court appropriately decided that Plaintiff’s translation was inadmissible, such a decision could not end the inquiry of whether the directors meeting had the right to amend. Accordingly, it should be examined whether the court could find upon substantial evidence that the directors meeting had the right to amend the 1999 bylaws. As discussed below, there is no substantial evidence supporting the trial court’s finding. Rather, evidence clearly shows that the directors meeting did not have the right to amend.

(1) It Is Not the Directors Meeting but the Biannual Meeting Which Had the Right to Amend the 1999 Bylaws.
In his brief, Plaintiff clarified that (1) even according to Defendant’s translation, section 20 of the 1999 Bylaws expressly and unambiguously provides that a “Biannual meeting” had the right to amend the bylaws, (2) the biannual meeting is clearly different from a regular or special directors meeting, and (3) the meeting in question was not a biannual meeting but a directors’ meeting which was an obvious violation of the 1999 bylaws. (Appellant’s Brief (“AB”) 5)
In Respondent’s Brief, Defendants first argued that Defendants submitted a number of declarations that KAFLA had consistently amended its bylaws through the directors meeting. (RB 18) However, the declarations about the past performances cannot negate the clear languages of section 20 of the 1999 bylaws providing that a biannual meeting had the right to amend the bylaws. Further, as discussed in Appellant’s Brief, for the interpretation of bylaws, express terms shall control course of performance, course of dealing and usage of trade, under California law. (AB 8-9)
Second, Defendants argued that the 1982 bylaws provided the directors meeting had the right to amend. (RB 18) However, as discussed above, a comparative analysis of the 1999 bylaws and the 1982 bylaws fails to negate the express language of the 1999 bylaws. Rather, the obviously different contexts and languages of the 1982 bylaws and the 1999 bylaws clearly show that the 1999 bylaws meant to divest the right to amend from the directors meeting and confer it upon the biannual meeting. (AB 6) If not, there is no reason for the 1999 bylaws to create new meetings by providing clearly different rules and languages.
Third, Defendants argued that Plaintiff’s discussions about the biannual meeting and a comparative analysis of the bylaws should be disregarded because Plaintiff had never discussed the issue at trial. (RB 19-21) However, Plaintiff had discussed the issues through not only himself but also his attorney Andrew Kim. (CT 180-193) (Appellant’s Opposition to Motion to Augment (“OMA”), Exhibit 1: 2-3) Further, as Defendant cited in Respondent’s Brief, an appellate court determines whether there is substantial evidence, upon the entire record. (RB 13) Braewood Convalescent Hosp., 34 Cal. 3d at 164; Bowers, 150 Cal. App. 3d at 873. The court will not limit to isolated bits of evidence selected by the respondent but look to the entire record. Id. Therefore, any issue upon the record including Defendant’s translation of the 1999 bylaws and the 1982 bylaws should be reviewed.
Lastly, Defendants argued that the languages of section 20 of the 1999 bylaws did not prohibit the directors meeting from amending the bylaws. First, as discussed above, the obviously different contexts and languages of the 1982 bylaws and the 1999 bylaws clearly show that the 1999 bylaws meant to divest the right to amend from the directors meeting and confer it upon the biannual meeting. (AB 6) If not, there is no reason for the 1999 bylaws to create new meetings by providing clearly different rules and languages.
Most of all, if the directors meeting also had the right to amend the bylaws, as Defendants argue, there must be a concept of “Registered Directors” because Section 21 of the 1999 bylaws requires more than two thirds (2/3) of those “registered,” according to Defendants’ translation. (MA 153) This concept of Registered Directors has never been found not only in KAFLA’s history but also in any history of any corporations or organizations. As Plaintiff argued at trial, this is simply absurd because it requires a distinction between “Registered Directors” and “Unregistered Directors” which can never reconcile with the very concept of Director itself. (CT 180-193) (OMA, Exhibit 1: 2-3)
Therefore, it cannot be reasonable in nature, credible, and of solid value to construe the 1999 bylaws as providing that the right to amend may be given to only registered directors but not unregistered directors which have never existed in histories of any corporations or organizations including KAFLA. No supporting evidence can convince reasonable men such that the reasonable men will not reasonably differ as to whether evidence establishes a trial court’s finding which assumes the distinction between the registered and unregistered directors. Such construction becomes even more unreasonable when it is considered that the express language of Section 20-1 simply states the right to amend is given to a biannual meeting which is clearly different from a directors meeting. (MA 153) (AB 5)
        Accordingly, it should be decided that there is no substantial evidence supporting the trial court’s finding that the directors meeting had the right to amend the 1999 bylaws.



(2) Defendant’s Translation Shows That the 1999 Bylaws Required Two Thirds of the Votes of “Registered Members” for Revision of the Bylaws.
        It must be noted that the question is not whether the amendment required two thirds of the registered members’ votes but whether the directors meeting had the right to amend. As discussed above, it is clear that a biannual meeting not a directors meeting had the right to amend. Even if, as Defendants argued, the amendment does not require registered members’ votes, the amendment of the 1999 bylaws is still invalid because the directors meeting did not have such a right to amend. Therefore, Plaintiff is not required to show that the registered members had the right to amend the bylaws, in order to show that there is no substantial evidence supporting the trial court’s finding. In other words, showing of the registered members’ right to amend can be a sufficiently proof negating the trial court’s finding, but it was not a necessary condition for proving that there was no substantial evidence.
        Plaintiff in Appellant’s Brief clarified that two thirds of registered members’ votes were necessary for the revision of the bylaws because (1) it is obvious that what the 1999 bylaws meant by “those registered” can neither be directors nor officers, (2) the only concept which fits to the language of “registered” is the “members,” (3) a biannual meeting held “every other year” and convened by the “newly elected President” in “April right after the election” shows that the 1999 bylaws meant to limit the ability to amend bylaws and make registered members’ vote more cost-efficient, and (4) unlike Defendants’ argument, there was the concept of registered members as shown through the concept of “membership dues” in the 1982 bylaws. (AB 6-8)
        In Respondent’s Brief, Defendants argued that Defendants submitted a number of declarations that there was no concept of registered members in KAFLA’s history. (RB 18) However, as discussed above, there has never been a concept of Registered Directors or Unregistered Directors in histories of any corporations or organizations including KAFLA. Based on the clear language requiring the two-third votes of “those registered,” it would be very unreasonable to construe it as requiring the registered directors’ votes. Rather, it is obviously much better to interpret the bylaws as requesting the registered members’ votes.
        Second, Defendants argued that Plaintiff’s discussion about the membership dues should be disregarded because Plaintiff had never discussed the issue at trial. (RB 20) However, as discussed above, an appellate court determines whether there is substantial evidence, upon the entire record. Braewood Convalescent Hosp., 34 Cal. 3d at 164; Bowers, 150 Cal. App. 3d at 873. The court will not limit to isolated bits of evidence selected by the respondent but look to the entire record. Id. Therefore, any issue upon the record including the 1982 bylaws should be reviewed.
As discussed above, “those registered” can neither be directors nor officers, while the only concept which fits to the language of “registered” is the “members.” Further, the concept of a biannual meeting in the 1999 bylaws and membership dues in the 1982 bylaws also show that there was no substantial evidence reasonably supporting that the directors meeting had the right to amend. Rather, they show that the registered members had the right to amend.




2.        SECOND ISSUE: WHETHER THE DIRECTORS MEETING ACQUIRED TWO THIRDS OF DIRECTORS’ VOTES
        This issue could have been resolved so clear and easy, had Defendant submitted the copies of the proxy documents signed by three directors and the copies of thirteen directors’ votes delivered via fax. However, Defendant presented only three (3) declarations by Kee Whan Ha, Francis Hur, and Grace Han. After finding that Grace Han’s declaration was forged, Plaintiff submitted one-page memo written and signed by Grace Han, for the purpose of impeachment of the declarations.
        However, the trial court found that the directors meeting acquired two thirds of directors’ votes. The trial did not consider Grace Han’s memo, for the reason that Plaintiff’s papers submitted in pro per were not considered because he was represented by the attorney, Andrew Kim. (MA 252) However, this is wrong because the memo was submitted to the trial court not only through Plaintiff himself but also Plaintiff’s attorney. (CT 73) Therefore, the trial court did not even appropriately consider the credibility of the declarations. Accordingly, an appellate court cannot simply defer the trial court’s finding for the credibility which was made without consideration.
In Appellant’s Brief, Plaintiff argued that (1) Grace Han’s declaration was not trustworthy because Han herself claims her signature was forged and (2) HA and Hur’s declaration were also untrustworthy because they submitted the forged declaration under the name of Grace Han. (AB 11)
In Respondent’s Brief, Defendants argued that Grace Han’s memo was not signed under penalty of perjury. However, even if the contents of the memo could be found hearsay, the signature on the memo itself would not be found hearsay because it was introduced to attack the genuineness of the signature on Grace Han’s declaration submitted by HA. Had Grace Han’s declaration been truly signed by her, it would have been so easy for HA to ask Han to produce another declaration supporting the genuineness of her first declaration. However, Defendants have never done that. (OMA, Exhibit 1:4)
Second, Defendants argued that all three declarations stated under perjury rules and the testimony of a single credible witness can constitute substantial evidence. (RB 22, 24) However, simply submission of declarations under penalty of perjury does not guarantee substantial evidence especially when there is a substantial chance of perjury. In such circumstances, a single witness cannot constitute substantial evidence because the witness is not credible at all.
Third, Defendants argued that Hur’s declaration stated that he duly recorded the amendments in the meeting minutes. (RB 22) However, this is the very reason why Plaintiff decided to attach the attendant list as Exhibit 6 to the Appellant’s brief. Not surprisingly, Defendants have never submitted the meeting minutes. Instead, Defendants have cited their own declarations and papers pretending that there had been reliable meeting minutes as evidence in addition to the three declarations. However, as shown in Exhibit 6, the alleged record in the meeting minutes can hardly be substantial evidence because this one-page record has no signature of any person. (AB 12)
In result, there is no substantial evidence supporting that the directors meeting actually acquired two thirds of directors’ votes.



IV. CONCLUSION
As discussed above, there was no substantial evidence supporting that the directors meeting had the right to amend the 1999 bylaws and that the directors meeting actually acquired two thirds of directors’ votes. Rather, the records clearly show the contrary to the trial court’s findings.
It should be decided that the 1999 revision is invalid, KAFLA should correct the matters of the bylaws, Ha’s second term is ineffective, KAFLA should perform audits based on the 1999 bylaws,  Plaintiff should be given remedies for his financial losses and emotional distress, and exemplary damages should also be given.

DATED: September 23, 2006        
                                        By:                            
APPELLENT Simon Bae in pro per