[Lnc-business] Amending Articles of Incorporation

[Joe Bishop-Henchman]

Colleagues,

I would like to put forward a mechanism that I don't believe has come up 
yet, that can be used in tandem with several of the options under 
consideration. That's amending our "other" governing document, the 
Articles of Incorporation.

Articles of Incorporation are usually general documents that are usually 
rarely amended except in "break the glass" situations. The LNC is 
incorporated in the District of Columbia, and the Articles of 
Incorporation establish that we will have Bylaws, among other things. DC 
law authorizes electronic meetings if they are authorized by the 
organization's Articles of Incorporation or Bylaws. DC Code § 
29–405.01(e).

Under DC law (DC Code § 29–408.03), amending the Articles of 
Incorporation is a two-step process. First, the Board (the LNC) must 
approve the amendment. Second, it must be transmitted to and approved by 
the members by majority vote, so long as at least 10% of all members 
participate in the vote. (This is usually done at other orgs by mail or 
email.)

So if we wanted to move straight to online ballots, or postpone with the 
subsequent fallback option of online ballots, we could move to amend the 
AofI to state that "Remote participation and online balloting is 
authorized for conventions where (insert appropriate caveats), 
notwithstanding the Bylaws or RONR." If the LNC approves, it would then 
go to the membership and they decide, up or down.

This approach would remove the worry that states will remove us from the 
ballot for not complying with our internal rules, or of RONR not 
allowing us to proceed electronically unless authorized by our internal 
rules. Page 11 of RONR acknowledges that Articles of Incorporation 
supersede Bylaws and RONR.

I have spoken to Mr. Hall, who identified no issues with it and agrees 
it's an option we can consider.

JBH

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Joe Bishop-Henchman
LNC Member (At-Large)
joe.bishop-henchman at lp.org
www.facebook.com/groups/189510455174837