The opinion of the court was delivered by: Colleen Kollar-kotelly United States District Judge
This case involves a dispute between the Washington Teachers' Union, Local #6, American Federation of Teachers, AFL-CIO (the "WTU") and its parent union, the American Federation of Teachers, AFL-CIO (the "AFT") relating to the WTU's failure to conduct a timely election for its officers prior to July 1, 2010. The WTU's Executive Board has established a schedule for proceeding with an election that concludes on November 30, 2010, but the AFT conducted an investigation and, on August 4, 2010, issued a Decision and Order declaring that it would take over the WTU's election and complete it by October 4, 2010. The WTU refused to comply with the Decision and Order, contending that the AFT lacked authority to intervene in the WTU's conduct of its own elections. On August 17, 2010, the AFT imposed an emergency administratorship on the WTU for the purpose of taking control of WTU's election; the AFT has scheduled a hearing on that administratorship for September 10, 2010.
The WTU filed this action on August 18, 2010, claiming that the AFT's assumption of control over the WTU's elections constitutes a breach of its contract with the WTU and violates the provisions of the Labor-Management Report and Disclosure Act ("LMRDA"), 29 U.S.C. §§ 401-531. The WTU prays for a judgment declaring the AFT's actions to be invalid and for an injunction prohibiting the AFT from enforcing its Decision and Order and interfering with the WTU's election of officers. The AFT filed a Counterclaim for declaratory and injunctive relief to enforce its Decision and Order and its administratorship of the WTU.
On August 20, 2010, the AFT filed a  Motion for a Temporary Restraining Order and Preliminary Injunction. The AFT seeks a temporary restraining order ("TRO") against the WTU requiring it (1) to turn over to the AFT all nominating petitions and voter eligibility and membership lists; (2) to cease obstructing the AFT's efforts to obtain access to teacher bulletin boards throughout the District of Columbia Public Schools; and (3) to cease using WTU resources to misinform its membership regarding the election and to resist the AFT's orders. The AFT also seeks a preliminary injunction enjoining the WTU from refusing to abide by the Decision and Order and the administratorship imposed by the AFT on an emergency basis. The same day, the WTU filed its own  Motion for a Preliminary Injunction and for Setting of a Hearing. In that motion, the WTU seeks a preliminary injunction prohibiting the AFT from interfering with its election for officers. On August 23,*fn1 the WTU filed a  Cross Motion for a Temporary Restraining Order. In that motion, the WTU seeks a TRO restraining the AFT from persisting in its plans to conduct an election for officers, attempting to contact WTU members regarding the election, publicly commenting on the election, interfering with the WTU's internal affairs, and imposing an administratorship.
The Court issued a minute order on August 23 setting forth a briefing schedule on the parties' motions for TROs and preliminary injunctions. Pursuant to that schedule, the parties filed briefs in opposition on August 27 and reply briefs on August 30. The Court held a hearing on the pending motions on Tuesday, August 31, 2010 (the "TRO hearing"). Based on the parties' written motions, the pleadings, the representations made by the parties' counsel on the record during the hearing, which is incorporated as part of the record for this Memorandum Opinion, and the applicable authorities, the Court shall DENY the AFT's motion for a TRO and preliminary injunction and GRANT-IN-PART and DENY-IN-PART the WTU's motions for a TRO and preliminary injunction. The Court shall preliminarily enjoin the AFT from enforcing its Decision and Order and emergency administratorship of the WTU pending the outcome of the hearing on September 10, 2010. In all other respects, the Court shall deny the parties' requests for emergency and preliminary relief.
The AFT is a national union representing approximately 1.5 million members nationally, primarily educators who work in the public and private sectors. Decl. of Randi Weingarten ("Weingarten Decl.") ¶ 2. The WTU is a subordinate body of the AFT and an autonomous labor organization representing teachers employed by the District of Columbia Public Schools ("DCPS"). Compl. ¶ 3. The AFT is governed by its Constitution and Bylaws, most recently updated in July 2010. Weingarten Decl. ¶ 3 & Ex. A ("2010 AFT Constitution and Bylaws"). The WTU is governed by a Constitution and By-Laws adopted on March 16, 1981, and revised October 21, 2004. Decl. of George Parker ("Parker Decl.") ¶ 3 & Ex. 1 (WTU Constitution and By-Laws).
A. The WTU's 2010 Elections Schedule
The WTU is governed by officers and representatives who are elected by the membership every three years. Parker Decl. ¶ 3. Pursuant to the WTU Constitution and By-Laws ("WTU Constitution"), only members in good standing who are actively employed by DCPS are eligible to vote in union elections. Id. ¶ 13; WTU Constitution, art. VII, § 2(B). The WTU Constitution establishes an Elections Committee, to be made up of fifteen members, that is responsible for conducting all general and special elections of the WTU. WTU Constitution, art. VII, § 1(E). Forty-five (45) days prior to the date of the election, the Elections Committee must notify all members of the opening of nominations for office. Id. § 2(A). All nominating petitions must be returned to the WTU's office before the close of the last regular working day in April. Id. § 2(C). The Elections Committee must certify that all nominating petitions have been properly signed by twenty members in good standing before placing names on the ballot. Id. § 2(D). Ballots are to be mailed to members no later than fifteen (15) days following the close of nominations. Id. § 2(I). The election is conducted by an outside agency, which is recommended by the Elections Committee to the WTU Executive Board. Id. § 2(H). Officers serve three years, until their successors are elected and installed, which shall occur at a meeting in May. Id. § 2(J). Newly installed officers assume their respective offices on July 1. Id. § 2(L).
On March 24, 2010, WTU President George Parker sent a letter to WTU members announcing that the union's election for officers was set to take place in May 2010 and that election petitions were available and must be returned no later than April 30, 2010. See Second Decl. of Albert Squire ("Second Squire Decl."), Ex. H (3/24/10 Letter). During a March 25 meeting, the WTU Executive Board directed the WTU President to engage the AFT's services to supervise the 2010 general election. See Second Decl. of Randi Weingarten ("Second Weingarten Decl."), Ex. I (3/25/10 WTU Executive Board Meeting Minutes). On April 9, the WTU contacted the AFT and sought assistance in running an election for its Elections Committee, which did not have enough members to conduct the election within the timetable established by the WTU Constitution. Weingarten Decl. ¶ 6. The AFT complied with the WTU's request, and the AFT itself then conducted an election of Elections Committee members, managed by the American Arbitration Association. Id. The results of the Elections Committee election were certified on May 27. On June 4, AFT President Randi Weingarten sent an e-mail to declared WTU presidential candidates George Parker, Nathan Saunders, Elizabeth Davis, and Elections Committee Chair Claudette Carson stating in part:
AFT's limited role in monitoring and assisting with the election of the Election Committee ended with the certification of the results by AAA. The duly-elected Election Committee now has responsibility for conducting the election of officers as described in the WTU constitution and bylaws. Therefore, it is neither necessary nor appropriate to include me and other AFT staff in each communication about the local's internal election process.
Parker Decl. ¶ 24 & Ex. 8 (6/4/10 E-mail). AFT General Counsel David Strom later informed George Parker and Nathan Saunders that "AFT does not become involved in local internal election issues until it is clear that the parties have exhausted their avenues for redress at the local level." Id. ¶ 23 & Ex. 7 (6/14/10 E-mail).
Following the certification of the WTU Elections Committee on May 27, there was a dispute within the WTU about whether the Executive Board or the Elections Committee should set the new dates for the election, since the dates provided for in the WTU Constitution had already passed. Parker Decl. ¶ 21. The WTU sought advice from its legal counsel, who rendered an opinion on June 9 that it was the Executive Board, not the Elections Committee, that was empowered to set new deadlines for nominations and elections of WTU officers. See Parker Decl., Ex. 2 (6/9/10 Letter from Lee W. Jackson to George Parker). At a meeting held on June 9, the WTU Executive Board passed a resolution setting the WTU's internal election of officers for the fall of 2010. Compl. ¶ 6. The Executive Board's resolution stated in pertinent part:
1. That the notice of nominations for election of officers, Executive Board Members, Delegates to the Washington Metropolitan Council and Delegates to the Maryland States and DC AFL-CIO be sent to all WTU members by the WTU Elections committee no later than September 30, 2010 with election balloting to end at 5 pm, November 30, 2010.
2. That the Executive Board with the assistance of legal counsel and the WTU parliamentarian establish other constitutionally mandated timelines and provide to WTU members at the time of the notice of nominations.
3. That all candidates for elected positions submit new petitions to be certified by the newly duly constitutionally elected Elections Committee.
4. That the WTU Executive Board maintains all petitions submitted on April 30, 2010 for organizational records and for legal purposes.
Id. ¶ 7. The Executive Board established the following election schedule:
1) Notice of the opening of nominations for the election of WTU officers, WTU Delegates to the Metropolitan Washington Council AFL-CIO and Delegates to the Maryland State/DC AFL-CIO will be sent to all members by the WTU Elections Committee: September 30, 2010.
2) Deadline for submission of petitions: October 29, 2010
3) Balloting and election of WTU Officers: November 15 - 30, 2010
4) Counting of ballots - November 30, 2010
On June 23, AFT President Weingarten sent a letter to WTU President Parker and the members of the WTU Executive Board expressing concern that the election process for officers had not commenced. See Weingarten Decl., Ex. C (6/23/10 Letter from Randi Weingarten to WTU Executive Board). In her letter, President Weingarten noted that she had been informed that the Elections Committee had been unable to obtain the documents and staff support necessary to hold an election. Id. President Weingarten wrote that "there is no reason why three weeks after the Committee has been seated, the nominations and elections process has not been commenced." Id. On June 25, 2010, Parker replied to Weingarten, informing her of the Executive Board's action establishing a new elections schedule. See Parker Decl., Ex. 6 (6/25/10 Letter from George Parker to Randi Weingarten).*fn3 Parker's letter explained that in light of the new elections schedule adopted by the Executive Board, the Board did not support the Elections Committee's request for the nominating petitions submitted on April 30 and the WTU membership list. Id.
President Parker sent a letter on July 1 to the WTU members announcing the new election schedule. See id., Ex. 2 (7/1/10 Letter from George Parker to WTU Members).
B. The AFT Investigates the WTU's Actions Regarding the Election Following the WTU's failure to proceed with an election immediately after the Elections Committee wasput in place, the AFT Executive Council voted to initiate an investigation in accordance with its authority to investigate local elections under Article VI, Section 14(b) of the AFT Constitution. Weingarten Decl. ¶ 9. Section 14(b) reads as follows:
The executive council may, by a two-thirds vote, authorize the president to appoint a committee to investigate a local or state federation where an election appears to have been conducted in violation of the local or state federation constitution, the AFT constitution or applicable federal law or a local whose conduct is not in harmony with the principles of the AFT and tends to bring the AFT into disrepute or a local that fails to maintain affiliation mandated in Article XI, Sections 2 and 3. The local or state federation shall be given an opportunity to present its position to the committee. The committee shall submit its findings and recommendations to the council, which shall have the power to take action to resolve the matter, including the imposition of the penalty contained in Article XI, Section 3, of this constitution and/or other appropriate penalties. The action of the council in such cases shall be final. The cost of such an investigation shall be borne by the national office. Weingarten Decl., Ex. A ("2010 AFT Constitution and Bylaws"), art. VI, § 14(b). On July 9, President Weingarten sent a letter to George Parker, Nathan Saunders, Elizabeth Davis, and Claudette Carson informing them of the AFT's investigation. Weingarten Decl., Ex. D (7/9/10 Letter). In the letter, Weingarten wrote, "It is manifestly apparent that under the current circumstances of internal struggle that [sic] a timely and proper election for the officers of the WTU is not possible. Therefore, it is necessary and required that the national union step in to ensure an open, transparent and fair election for the WTU members." Id. at 2. The AFT Executive Council appointed three AFT Vice-Presidents to conduct the investigation. Weingarten Decl. ¶ 9.
On July 14, AFT General Counsel David Strom sent a Notice of Hearing letter to Parker, Saunders, Davis, and Carson on behalf of the AFT investigatory committee informing them that the committee would conduct a fact-finding hearing on July 21. See Parker Decl., Ex. 11 (Notice of Hearing). The Notice of Hearing indicated that the committee would investigate, inter alia, the following issues:
1) When should the internal elections for officers and members of the Executive Board of the WTU take place in light of the fact that the precise dates set out in the WTU Constitution and Bylaws for the election could not be met because there was not a duly constituted Elections Committee in place to start the process in the spring of 2010?
2) Whether the April 30th deadline for submitting nominations petitions set forth in the WTU Constitution and Bylaws should be followed in light of the fact that there was no duly constituted Elections Committee at that time and the Committee had not sent out the Notice of Nominations to the membership?
3) What is the universe of WTU members who should be eligible to participate in the internal WTU election and should that universe include individuals who were excessed*fn4 on June 30, 2010?
Id. at 2. The Notice of Hearing stated that "[t]his is a fact-finding and not an adversarial proceeding." Id. (emphasis original). It also indicated that witnesses would be asked to take a simple oath and would be free to have legal counsel present, but the role of such counsel would be limited and questions to the witnesses would come from the committee. Id.
A day-long hearing was held on July 21, in which various WTU officers and staff appeared and presented evidence and testimony. Weingarten Decl. ¶ 10. The WTU filed an Opening Statement with the committee which summarized the WTU's position and its objection to the hearing. Parker Decl. ¶ 30 & Ex. 12 (Opening Statement of WTU).
On August 3, AFT President Weingarten sent a letter to WTU members informing them that the investigation committee had made the following conclusions, which are pertinent at this time: (1) the election process should start immediately, beginning with the prompt mailing of notice of nominations for all open positions to members; and (2) the April 30 petition deadline is no longer operative, and therefore any candidate may submit nominating petitions for any open office. Parker Decl., Ex. 13 (8/3/10 Letter). Enclosed with the letter were a list of WTU positions open for election, a nominating petition, and a Nominations and Elections Notice. Id. The letter told WTU members that the deadlines and dates set forth in George Parker's July letter to members no longer applied. Id.
C. The AFT's Decision and Order
On August 4, 2010, the AFT Executive Council issued its Washington Teachers Union Investigation Decision and Order ("Decision and Order"). See Weingarten Decl., Ex. E (Decision and Order). The Decision and Order discussed the investigation committee's findings and set forth the Executive Council's decisions with respect to the issues investigated.
With respect to the election schedule, the AFT Executive Council concluded that the WTU Executive Board's decision to schedule elections in the fall of 2010 was "not compatible with the directives in the WTU Constitution that officers be elected and seated by July 1st." Decision and Order at 4.The Council found that "[w]hile . . . it is true that the necessity to conduct an election for members of the Election Committee in May 2010 threw off the normal election schedule, the counting of ballots on November 30, 2010 is too significant a deviation from the intent of the local Constitution." Id. The Council acknowledged that there may be practical reasons to wait until fall to conduct the election, such as obtaining a more accurate list of eligible voters, but that those practical reasons did not justify such a long delay. Id. The Council found that the list of eligible voters should be those WTU voters who were eligible on the last payroll period in June 2010. Id.
With respect to the submission of nominating petitions, the Executive Council concluded that the nominations deadline of April 30 was inapplicable because there was no valid Elections Committee at that time and no valid notice of nominations. Id. at 4-5. The Council therefore concluded that there should be new notices sent to the members with an opportunity to resubmit nominating petitions. Id. However, the nominations previously submitted by April 30 would be reviewed and, if compliant with the WTU Constitution, accepted for the election. Id.
With respect to the universe of eligible voters, the Decision and Order holds that it would be unfair to disenfranchise certain voters who would have been eligible had the election been timely conducted but who are no longer eligible. Id. at 5. The Council also concluded that it was not reasonable to wait until the 2010-11 school year to begin to obtain new membership lists. Therefore, the Decision and Order states that the universe of eligible voters will be those on the rolls during the last payroll period of June 2010.
In the "Order" section of the Decision and Order, the AFT Executive Council stated, in pertinent part:
1. AFT will take charge of the 2010 internal election for the WTU. This election will include the Officers, Executive Board Members, Trustees, Delegates to the Metropolitan Labor Council and Delegates to the Maryland State and D.C. AFL-CIO.
2. a) The election process will begin with a notice of nominations to the WTU membership informing the members of the open positions for office, the term of office, the method to submit a completed nominations form, a copy of a nominations ...