[Lnc-business] Amending Articles of Incorporation

[Joe Bishop-Henchman]

According to the present Articles of Incorporation, the LNC, Inc is the 
"operational arm" of the Libertarian Party having "control and 
management of all the affairs, properties and funds of the Libertarian 
Party."

As for members, DC law uses the term "members entitled to vote," which 
is further defined as "A person that has the right, in accordance with 
the articles of incorporation or bylaws, and not as a delegate, to 
select or vote for the election of directors or delegates or to vote on 
any type of fundamental transaction."

JBH

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

On 2020-04-30 17:22, Tim Hagan via Lnc-business wrote:
> The amendment would have to be transmitted to all of the 142,482
> members. The ones without a good e-mail address would have be snail
> mailed, which could be a significant cost.
> 
> My understanding is that the Article of Incorporation govern the LNC,
> Inc., but not the Libertarian Party. Is that not true?
> 
> ---
> Tim Hagan
> Treasurer, Libertarian National Committee
> 
> On 2020-04-30 13:24, Joe Bishop-Henchman via Lnc-business wrote:
>> 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
>> 
>> ------------
>> Joe Bishop-Henchman
>> LNC Member (At-Large)
>> joe.bishop-henchman at lp.org
>> www.facebook.com/groups/189510455174837