What is the test for a plaintiff to successfully argue that a voluntary association's bylaws do not constitute a cause of action for breach of contract?

^9. It has been held that the statutory requirements are not mere pleading requirements, but are also elements of plaintiff's case and subject to proof, even if the derivative allegations survive a demurrer. (See Oakland Raiders v. National Football League (2001) 93 Cal.App.4th 572, 584-585.)

^10. Scott v. Lee (1962) 208 Cal.App.2d 12 at page 14, points out that the "true holding" of such cases was simply that "the by-laws fixed the rights and duties of the corporation against and to its shareholders." It was further noted that while it was possible that parties may, as among themselves, assume a contractual obligation to comply with the bylaws of a voluntary association, that would require all of the elements of a contract to be present. (Id. at p. 15.)

^11. No intelligible or cogent challenge is made in plaintiff's opening brief to the trial court's holding that the bylaws do not create a cause of action premised on breach of contract. Therefore, any such issue is forfeited or abandoned. (See Nielsen v. Gibson, supra, 178 Cal.App.4th at p. 324 [failure to support issue with adequate legal and factual analysis results in forfeiture of issue on appeal].)