[Lnc-business] Amending Articles of Incorporation

[Caryn Ann Harlos]

===Nor am I confortable intentionally circumventing bylaws designed to be
set by the delegates in such a way.===

Nailed it.  Nor am I comfortable with us trying to cook up ways to do so.

*In Liberty,*

* Personal Note:  I have what is commonly known as Asperger's Syndrome
(part of the autism spectrum).  This can affect inter-personal
communication skills in both personal and electronic arenas.  If anyone
found anything offensive or overly off-putting (or some other social faux
pas), please contact me privately and let me know. *



On Thu, Apr 30, 2020 at 3:55 PM Caryn Ann Harlos <caryn.ann.harlos at lp.org>
wrote:

> My gut reaction is that is a sly move that would not sit well with many
> members and we could have the same issue with states.  Our members count on
> the bylaws to define the rights.
>
> It certainly does not sit well with me, and absent some brilliant debate
> that would change my mind, I cannot see myself ever supporting it.  We are
> all of a sudden going to spring DC law on people as if they should have
> known that in order to know their rights?  No.
>
> *In Liberty,*
>
> * Personal Note:  I have what is commonly known as Asperger's Syndrome
> (part of the autism spectrum).  This can affect inter-personal
> communication skills in both personal and electronic arenas.  If anyone
> found anything offensive or overly off-putting (or some other social faux
> pas), please contact me privately and let me know. *
>
>
>
> On Thu, Apr 30, 2020 at 3:51 PM john.phillips--- via Lnc-business <
> lnc-business at hq.lp.org> wrote:
>
>> I agree with Sam. This is something to be considered by the future lnc.
>>
>> This goes beyond the scope of this meeting but more importantly the
>> possible ramifications are not inconsiderable and I would need far more
>> deliberation.  Nor am I confortable intentionally circumventing bylaws
>> designed to be set by the delegates in such a way.
>>
>> John Phillips
>> Libertarian National Committee Region 6 Representative
>> Cell 217-412-5973
>>
>> On Apr 30, 2020 4:41 PM, Joe Bishop-Henchman via Lnc-business <
>> lnc-business at hq.lp.org> wrote:
>>
>> 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
>>
>>
>>