[Lnc-business] Motion to Rescind - Request for Co-Sponsors

Fri Sep 23 16:19:03 EDT 2016

Thank you Nick for the very prompt update.

On Fri, Sep 23, 2016 at 2:14 PM, Nicholas Sarwark <chair at lp.org> wrote:

> Forwarded from our counsel:
>
> "Nick,
>
> You asked me to determine whether a motion to rescind the authority of
> the Chair to negotiate a contract with the Johnson-Weld Campaign would
> be in order. This question arises because RONR (11th ed.), p. 308
> provides that certain actions cannot be rescinded, including “When
> something has been done, as a result of the vote on the main motion,
> that is impossible to undo. (The unexecuted part of an order, however,
> can be rescinded or amended.).”
>
> The final contract with the Johnson-Weld Campaign has not yet been
> executed. Therefore, it would not be “impossible to undo” any aspect
> of the motion authorizing the Chair to negotiate such a contract.
> Based on the foregoing, I conclude that a motion to rescind the
> Chair’s authority to negotiate a contract with the Johnson-Weld
> Campaign would be in order.
>
> Please let me know if you have further questions regarding this matter.
>
> Thank you,
>
> Oliver B. Hall
> Special Counsel
> Libertarian National Committee"
>
> On Fri, Sep 23, 2016 at 2:10 AM, Alicia Mattson <agmattson at gmail.com>
> wrote:
> > Since there are now 4 cosponsors for this motion, I need to ask the chair
> > for a ruling on whether the motion is even in order.  If not, then I
> > shouldn't put it out for a vote.
> >
> > In RONR, 11th ed., p. 308, under the section title "ACTIONS THAT CANNOT
> BE
> > RESCINDED OR AMENDED", there is a list of things that cannot be
> > rescinded/amended.  The second list item is:
> >
> > "When something has been done, as a result of the vote on the main
> motion,
> > that is impossible to undo. (The unexecuted part of an order, however,
> can
> > be rescinded or amended.)"
> >
> > The classic example of such a thing is a contract that has already been
> > executed.  If this contract has already been executed, we cannot now
> rescind
> > the signature on it, and this motion would be out of order.
> >
> > We know that the LNC Chair has signed it.  We don't know whether the
> > campaign has counter-signed it.
> >
> > What I also don't know is what the legal status is under contract law in
> the
> > District of Columbia.  If we have signed a contract and are just waiting
> for
> > the other party to sign it, can we retract our signature?  What if they
> have
> > already signed it, but we just haven't been given our copy yet?  Is the
> > contract effective when they sign, or when they notify us that they have
> > signed?
> >
> > It takes an interpretation of law to decide whether this motion is in
> order
> > or not.
> >
> > Perhaps we need some neutral-to-the-internal-politics advice from Oliver
> > Hall, as our paid legal counsel on this question.
> >
> > -Alicia
> >
> >
> >
> > On Thu, Sep 22, 2016 at 7:19 PM, David Demarest <
> dpdemarest at centurylink.net>
> > wrote:
> >>
> >> Caryn, I will co-sponsor your Motion to Rescind.
> >>
> >> In addition to all the justifications for the Motion to Rescind that
> have
> >> been discussed in detail, you made a telling point in one of your more
> >> recent emails today.  To paraphrase your point, the LNC has abdicated
> our
> >> collective responsibility for contract approval by throwing it over the
> wall
> >> for Nick to deal with on top of his responsibility for assisting in the
> >> negotiation of contracts. We as a committee need to shoulder that
> >> responsibility instead of putting Nick into a lose-lose situation
> between a
> >> rock and a hard place. At the same time, the LNC also needs to shoulder
> our
> >> collective responsibility for cleaning up our umbrella transparency
> bylaws
> >> including those that apply to contracts that the LNC as a body enters
> into.
> >> Let’s treat this painful moment as an opportunity to learn and grow both
> >> individually and also collectively as an organization.
> >>
> >> Thoughts?
> >>
> >> Libertarianism –Principle and Transparancy Before Party
> >>
> >>
> >>
> >> ~David Pratt Demarest
> >>
> >> Secretary, Nebraska Libertarian State Central Committee
> >>
> >> Region 6 Representative, Libertarian National Committee (IA, IL, MN, MO,
> >> ND, NE, WI)
> >>
> >> Nebraska State Coordinator, LP Radical Caucus
> >>
> >> Secretary at LPNE.org
> >>
> >> David.Demarest at LP.org
> >>
> >> DPDemarest at centurylink.net
> >>
> >> David.Demarest at firstdata.com
> >>
> >> DPrattDemarest at gmail.com
> >>
> >> Cell:      402-981-6469
> >>
> >> Home: 402-493-0873
> >>
> >> Office: 402-222-7207
> >>
> >>
> >>
> >> From: Lnc-business [mailto:lnc-business-bounces at hq.lp.org] On Behalf Of
> >> Caryn Ann Harlos
> >> Sent: Tuesday, September 20, 2016 7:49 AM
> >> To: lnc-business at hq.lp.org
> >>
> >>
> >> Subject: Re: [Lnc-business] Motion to Rescind - Request for Co-Sponsors
> >>
> >>
> >>
> >> David you raise excellent points.  But before it gets buried, as it
> keeps
> >> happening (and I am not saying intentionally,  it is the nature of a
> complex
> >> issue):
> >>
> >>
> >>
> >> There is ONE overriding reason we must rescind… negligence in
> >> understanding terms.  It is apparent now that there is at least credible
> >> evidence that the Chair executed a contract, waiving rights and
> privileges,
> >> without realizing that term was in there.  There are numerous questions
> >> raised by this.  Was he ill-advised by LNC counsel?  Did counsel not
> see?
> >> Did he and the Chair forget?  Was there a lack of proper comprehension
> on
> >> the part of LNC counsel as to the needs and issues that affect a
> Libertarian
> >> client?
> >>
> >>
> >>
> >> And was the lack of knowledge of this secrecy provision an issue in  the
> >> negotations?  Might bargaining have gone differently?  More to our
> members’
> >> advantage?
> >>
> >>
> >>
> >> We cannot and must not waive or shirk our fiduciary duty to explore
> this.
> >>
> >>
> >>
> >>
> >>
> >> This is in addition to all the other reasons I laid out.  And one I
> >> omitted, the ethics of binding a future committee to this.
> >>
> >>
> >>
> >> --
> >>
> >> In Liberty,
> >>
> >> Caryn Ann Harlos
> >>
> >> Region 1 Representative, Libertarian National Committee (Alaska,
> Arizona,
> >> Colorado, Hawaii, Kansas, Montana, Utah, Wyoming, Washington) -
> Caryn.Ann.
> >> Harlos at LP.org
> >>
> >> Communications Director, Libertarian Party of Colorado
> >>
> >> Colorado State Coordinator, Libertarian Party Radical Caucus
> >>
> >>
> >>
> >> On Tue, Sep 20, 2016 at 6:37 AM, David Demarest
> >> <dpdemarest at centurylink.net> wrote:
> >>
> >> Before I take a position on the LNC-Johnson/Weld Campaign contract
> secrecy
> >> issue, I have a few questions for the chair, counsel or any LNC members
> who
> >> can answer these questions:
> >>
> >>
> >>
> >> 1.       Why is secrecy required regarding this contract?
> >>
> >>
> >>
> >> 2.       Is secrecy required for the entire contents of the contract or
> >> just portions of the contract?
> >>
> >>
> >>
> >> 3.       Why was the chair not informed of the secrecy requirement
> before
> >> signing the contract?
> >>
> >>
> >>
> >> 4.       What are the risks and who are the winners and losers from
> >> maintaining or removing the requirement for contract secrecy?
> >>
> >>
> >>
> >> 5.       Will LNC members be required to maintain secrecy to be given
> >> answers to questions 1 through 4 above?
> >>
> >>
> >>
> >> 6.       Are there potential whistle-blower risks from maintaining or
> >> removing the contract secrecy requirement?
> >>
> >>
> >>
> >> One would assume that there are good reasons why secrecy was required
> for
> >> this contract. However, we don’t know what we don’t know, which, at a
> >> minimum, leaves LNC members in a murky, uneasy vacuum of information.
> >> Perhaps this incident is fortuitous as it puts the umbrella issues of
> >> transparency and authoritarianism front and center.
> >>
> >>
> >>
> >> It is time for LNC members to do some soul-searching about core
> >> Libertarian principles regarding transparency and authoritarianism
> before we
> >> cast stones at other political parties about blind allegiance, party
> before
> >> principle and incipient authoritarianism. It is time to put our money
> where
> >> our mouth is on how our principles are going to differentiate us from
> the
> >> evil empire and its apologists.
> >>
> >>
> >>
> >> Questions from another perspective:
> >>
> >>
> >>
> >> A.      What position would we take if another political party had the
> >> same contract secrecy requirements?
> >>
> >>
> >>
> >> B.      What position would we take if potential whistle-blowers in
> >> another political party were muzzled regarding contract secrecy?
> >>
> >> Thoughts?
> >>
> >>
> >>
> >> Libertarianism - Principle Before Party
> >>
> >>
> >>
> >> ~David Pratt Demarest
> >>
> >> Region 6 Representative, Libertarian National Committee (IA, IL, MN, MO,
> >> ND, NE, WI)
> >>
> >> Cell:      402-981-6469
> >>
> >> Home: 402-493-0873
> >>
> >> Office: 402-222-7207
> >>
> >>
> >>
> >> From: Lnc-business [mailto:lnc-business-bounces at hq.lp.org] On Behalf Of
> >> Starchild
> >> Sent: Tuesday, September 20, 2016 4:21 AM
> >> To: lnc-business at hq.lp.org; Nick Sarwark <chair at lp.org>; Caryn Ann
> Harlos
> >> <carynannharlos at gmail.com>
> >> Subject: Re: [Lnc-business] Motion to Rescind - Request for Co-Sponsors
> >>
> >>
> >>
> >>             Caryn, thank you for taking the trouble to so eloquently lay
> >> this out for us, and for taking the lead on a politically unpleasant
> duty. I
> >> will co-sponsor along with Daniel.
> >>
> >>
> >>
> >>             I'm not sure who if anyone from the Johnson/Weld campaign
> >> reads this list, or who is their preferred contact for these matters,
> but
> >> Gary Johnson and Bill Weld should be advised that we have issues and
> they
> >> should not sign the documents yet.
> >>
> >>
> >>
> >>             Nick, since you've been in touch with them perhaps it makes
> >> sense for you to pass along that info? I hope you'll do so ASAP or let
> us
> >> know so an alternate contact can be made; we obviously don't want to
> take
> >> the candidates' time or engender confusion by their signing something
> that
> >> may not be final.
> >>
> >>
> >>
> >>             Question: Does the clause in the contract that allegedly
> >> requires perpetual(?) secrecy also apply to the Joint Fundraising
> Agreement
> >> document, or may we at least see that document while we sort out the
> issues
> >> with the contract?
> >>
> >>
> >>
> >>             Who all has seen these documents? If you have seen one or
> both
> >> of them, please weigh in with your understanding of what they require
> or do
> >> not require regarding secrecy.
> >>
> >>
> >>
> >> Love & Liberty,
> >>
> >>                                   ((( starchild )))
> >>
> >> At-Large Representative, Libertarian National Committee
> >>
> >>                                (415) 625-FREE
> >>
> >>
> >>
> >>
> >>
> >> On Sep 20, 2016, at 1:06 AM, Caryn Ann Harlos wrote:
> >>
> >>
> >>
> >> Yes Arvin and rescind any signatures already executed
> >>
> >> On Tuesday, September 20, 2016, Arvin Vohra <votevohra at gmail.com>
> wrote:
> >>
> >> This would be to remove the authority previously granted the chair to
> sign
> >> the contract, correct?
> >>
> >>
> >>
> >> On Sep 20, 2016 1:59 AM, "Daniel Hayes" <danielehayes at icloud.com>
> wrote:
> >>
> >> I was told there would be a sunset on the silence after the
> inauguration.
> >> If that is not the case, I have to wonder what else I was told that was
> in
> >> there might be in there.  I can't find out until I sign away my voice.
> I am
> >> disturbed.
> >>
> >>
> >>
> >> I will cosponsor this motion to rescind something previously adopted.
> >>
> >>
> >>
> >>
> >>
> >> Daniel Hayes
> >>
> >> LNC At Large Member
> >>
> >> Sent from my iPhone
> >>
> >>
> >> On Sep 19, 2016, at 11:16 PM, Caryn Ann Harlos <
> carynannharlos at gmail.com>
> >> wrote:
> >>
> >> Fellow LNC members, it is with great regret that I have to present this
> >> Motion and ask for support, but I feel this is our duty – our duty to
> our
> >> Bylaws, this Party, and its members.  I will give my narrative support
> >> following.
> >>
> >> Move to rescind the authority granted to the Chair to negotiate and
> >> execute a campaign contract and the Joint Fundraising Agreement and
> rescind
> >> any signatures already executed.
> >>
> >> Procedurally, I note I voted to grant this authority and thus have
> >> standing to bring this Motion.  I note the contract has not yet been
> signed
> >> by the campaign, and thus, there is no agreement.  This motion should
> put
> >> the campaign on notice that there is a dispute in the LNC, but at least
> one
> >> member.
> >>
> >> To recap the events of the last few days.    On Friday we learned that
> the
> >> Chair had signed a campaign contract and the Joint Fundraising Agreement
> >> with the campaign and that he had decided, upon advice of counsel, to
> keep
> >> them confidential until Inauguration Day.  When I requested to see the
> >> documents, I was presented with an NDA, and this whole thing began.  It
> is,
> >> to me, without dispute, that we agreed to keep the negotiations
> confidential
> >> until they were signed but were silent on any silence afterwards.  On
> these
> >> grounds and the over-reach of the NDA, I refused to sign it.  I asked
> if the
> >> contract itself required confidentiality until Inauguration Day as
> arguably
> >> we granted the authority to negotiate that term when we granted this
> >> authority to the Chair.  On Saturday, at 14:28CDT, the Chair responded
> to me
> >> and us that this provision to keep the contract confidential was NOT a
> >> provision of the contract but was a decision reached unilaterally by
> him on
> >> advice of counsel.  Starchild and I objected that the Chair did not have
> >> this authority and that such would require a vote of the LNC in
> Executive
> >> Session or otherwise.  Starchild in fact proposed a Motion for that very
> >> thing.  However, a mere forty minutes after advising me that the
> contract
> >> did not contain such a provision, the Chair advised us that the contract
> >> did, in fact, contain an eternal secrecy clause, a fact which he
> verified
> >> with counsel today.  When I saw all this happening, and in light of my
> >> earlier lack of information in which any earlier agreements would be
> >> rendered null, I formally withdrew my request to see the documents until
> >> these issues could be resolved.
> >>
> >> This should be very disturbing, because one thing has become patently
> >> clear.  The Chair did not know there was an eternal secrecy clause in
> the
> >> contract when he signed it.  There is then quite obviously some
> negligence
> >> here.  I do not know if it is negligence of the Chair or professional
> >> negligence of LNC counsel to advise of all the potential and reasonable
> >> implications, but a contract was signed in complete ignorance of one of
> the
> >> key terms.  This is unacceptable and is reason enough for the LNC to
> take
> >> control of this situation and rescind the authority and the
> signatures.  I
> >> argue that it is our fiduciary duty to do so.
> >>
> >> But let’s put that reason aside, though that is justification enough.
> >> Let’s stipulate that the Chair and LNC counsel knew full well that
> there was
> >> an eternal secrecy provision and went ahead with it.  Such a provision
> must
> >> be repudiated as it usurps and abrogates our rights and privileges as
> >> Committee members to be able to publicly enforce our Bylaws and
> represent
> >> our members, and further is in direct conflict with our fiduciary duty
> to
> >> this Party, its members, and our Bylaws.  How so?  Well I can think of
> a few
> >> ways it is possible, and this is not intended to be exhaustive as the
> >> unknown can contain quite a few subjunctives.
> >>
> >> Does the contract create potential financial liabilities for the current
> >> committee, its members, or future committees? If the answer is "I can't
> tell
> >> you" unless I waive my rights, the contract makes the budgetary process
> >> impossible and thus we abrogate our public duties.
> >>
> >> Does the contract create potential liabilities that could be visited on
> >> state affiliates that are not separately incorporated? If the answer is
> "I
> >> can't tell you,” why should that be believed?  Why should the state
> >> affiliates and members, who can never see it, be assured?
> >>
> >> Does the contract potentially violate the Statement of Principles?  Well
> >> if I am sworn to secrecy, I have lost my right to press this case to the
> >> Judicial Committee and through the appeal process in the Bylaws (as
> well as
> >> the same right of the membership), then such rights are rendered null
> and
> >> void making a mockery of our Bylaws.
> >>
> >> I would also note that this completely hobbles the membership from being
> >> able to judge for itself if either side is upholding their sides of the
> >> bargain.  It is opaque and completely unaccountable.  It further
> prevents
> >> the members from using the lessons learned from the successes and
> failures
> >> of this contract (as all things can be improved on) in negotiating and
> >> crafting future contracts with future campaigns and thus is a complete
> >> abrogation of our duty to the future of this Party and the members’
> rights
> >> to ensure the same.
> >>
> >> There is the further issue that I am being ask to agree to a secrecy
> >> provision in order to see the contract to judge for myself whether it is
> >> there, in effect having to “pass it, to see what is in it” and to
> >> proactively waive my rights and bind myself to a repellant stipulation.
> >> This is the way the corrupt state and duopoly behave, and should not be
> the
> >> way the Libertarian Party is conducted.
> >>
> >> Lastly, this is indeed a rumour, but it was told to me, and I have to,
> in
> >> the discharge of my duties consider it- no matter how incredible, if
> there
> >> is any chance that it could be the case, particularly since I have to
> waive
> >> my rights to ascertain for myself, a source, allegedly from within the
> >> campaign, has relayed that there is a eternal non-disparagement clause
> in
> >> the contract.  I find that difficult to believe (but I would have
> earlier
> >> thought the idea of an eternal secrecy cause to be ridiculous), and if
> so,
> >> absolutely repellant to the Libertarian principles we are supposed to be
> >> upholding in our modeling of transparency and integrity to the watching
> >> world, but if there was, I couldn’t tell anyone.  And without waiving my
> >> rights, I cannot even know if I am supposed to be bound to any such
> thing.
> >> And if anything was done by the campaign (and I am NOT alleging anything
> >> would be) that while legal would be against our principles or our duty
> to
> >> the Party, I would be unable to say so to the membership nor pursue any
> >> redress.   I do not think our Chair would ever agree to such a thing.
> But
> >> .... an eternal secrecy clause was agreed to unknowingly, how do I know
> this
> >> wasn't too?  Or what other clause that I cannot even imagine, and once I
> >> learn of it, I am bound to silence to the grave? This is unacceptable.
> >>
> >> All of this is reason enough.  I have no desire to put a target on my
> >> back, and I literally am sick about this, but my duty compels me to
> protect
> >> rights and duties and the integrity of our judgment and our Party
> Bylaws,
> >> and potentially, our Statement of Principles which is the only charter
> for
> >> our existence.  I feel I have been put in an impossible situation.
> >>
> >> I want to be perfectly clear here. This is NOT about the campaign.
> Anyone
> >> who uses this email to attack or belittle is doing so against my express
> >> intent. This is ONLY about the LNC, its rights and duties, and the
> members’
> >> rights.  This is on our doorstep and no one else.  We have only
> ourselves to
> >> praise or blame.
> >>
> >>
> >>
> >> --
> >>
> >> In Liberty,
> >>
> >> Caryn Ann Harlos
> >>
> >> Region 1 Representative, Libertarian National Committee (Alaska,
> Arizona,
> >> Colorado, Hawaii, Kansas, Montana, Utah, Wyoming, Washington) -
> Caryn.Ann.
> >> Harlos at LP.org
> >>
> >> Communications Director, Libertarian Party of Colorado
> >>
> >> Colorado State Coordinator, Libertarian Party Radical Caucus
> >>
> >>
> >>
> >>
> >>
> >> _______________________________________________
> >> Lnc-business mailing list
> >> Lnc-business at hq.lp.org
> >> http://hq.lp.org/mailman/listinfo/lnc-business_hq.lp.org
> >>
> >>
> >> _______________________________________________
> >> Lnc-business mailing list
> >> Lnc-business at hq.lp.org
> >> http://hq.lp.org/mailman/listinfo/lnc-business_hq.lp.org
> >>
> >>
> >>
> >>
> >>
> >> --
> >>
> >> In Liberty,
> >>
> >> Caryn Ann Harlos
> >>
> >> Region 1 Representative, Libertarian National Committee (Alaska,
> Arizona,
> >> Colorado, Hawaii, Kansas, Montana, Utah, Wyoming, Washington) -
> Caryn.Ann.
> >> Harlos at LP.org
> >>
> >> Communications Director, Libertarian Party of Colorado
> >>
> >> Colorado State Coordinator, Libertarian Party Radical Caucus
> >>
> >>
> >>
> >>
> >>
> >>
> >>
> >>
> >>
> >>
> >> _______________________________________________
> >> Lnc-business mailing list
> >> Lnc-business at hq.lp.org
> >> http://hq.lp.org/mailman/listinfo/lnc-business_hq.lp.org
> >>
> >
> >
> > _______________________________________________
> > Lnc-business mailing list
> > Lnc-business at hq.lp.org
> > http://hq.lp.org/mailman/listinfo/lnc-business_hq.lp.org
> >
>
> _______________________________________________
> Lnc-business mailing list
> Lnc-business at hq.lp.org
> http://hq.lp.org/mailman/listinfo/lnc-business_hq.lp.org
>

-- 
*In Liberty,*
*Caryn Ann Harlos*
Region 1 Representative, Libertarian National Committee (Alaska, Arizona,
Colorado, Hawaii, Kansas, Montana, Utah, Wyoming, Washington) - Caryn.Ann.
Harlos at LP.org <Caryn.Ann.Harlos at LP.org>
Communications Director, Libertarian Party of Colorado
<http://www.lpcolorado.org>
Colorado State Coordinator, Libertarian Party Radical Caucus
<http://www.lpradicalcaucus.org>
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