[Lnc-business] Amending Articles of Incorporation

Thu Apr 30 18:02:55 EDT 2020

 I just went and read  11-12 of RONR, and while it does say that the AoI
supercedes other rules it also says it should not contain the things that
should be left to bylaws and should only contain the minimum requirements
to fulfill the state or Federal law.  This  proposal would be a very
flagrant end run around that.

Please please please understand, I know we are all trying to do what is
best and no one is trying to do anything untoward.  But we cannot even give
the appearance of doing 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 3:56 PM Caryn Ann Harlos <caryn.ann.harlos at lp.org>
wrote:

> ===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
>>>
>>>
>>>