[Lnc-business] Analysis of Convention Alternatives

[Richard Longstreth]

I appreciate your insights Mr Hall, thank you.

Richard Longstreth
Region 1 Representative (AK, AZ, CO, HI, KS, MT, NM, OR, UT, WA, WY)
Libertarian National Committee
richard.longstreth at lp.org
931.538.9300

Sent from my Mobile Device

On Fri, May 1, 2020, 16:17 Oliver Hall via Lnc-business <
lnc-business at hq.lp.org> wrote:

> Greetings,
>
> In anticipation of the LNC meeting tomorrow, I am sending a summary of
> options that may be considered with respect to holding the 2020 national
> convention. I am not recommending any particular alternative. My
> intention is only to address the legal issues that each alternative may
> raise.
>
>  1. *_Hold the convention in-person as scheduled:_*
>
> This option would violate Governor Abbott's Executive Order ("EO")
> GA-18, issued on April 27, 2020, which provides that "every person in
> Texas shall, except where necessary to provide or obtain essential
> services or reopened services, minimize social gatherings and minimize
> in-person contact with people who are not in the same househould." EO
> GA-18 expires on May 15, 2020, "unless it is modified, amended,
> rescinded or superseded by the governor."
>
> EO GA-18 (or some similar order) may be in effect on the scheduled
> convention date, making it impossible to proceed. Additionally, the
> Marriott has canceled attendees' reservations and it appears unlikely
> that the Marriott is able or willing to perform under the current terms
> of our contract (including present dates of the convention). _
> _
>
>  2. _*Reschedule the convention for a later date:*_
>
> Article 10(1) of the Bylaws provides that "the Party shall hold a
> Regular Convention every two years, at a time and place selected by the
> National Committee." Therefore, the LNC has the authority to take
> appropriate action to select a new time and place for the 2020 national
> convention.
>
> If the LNC took such action, there is no way to know now whether it will
> be possible to hold the convention at the new time and place selected.
> In Texas, EO GA-18 may be extended, or a new Executive Order may be
> entered, which could make it unlawful to hold the convention at the new
> time and place selected. The same is true in many if not all other states.
>
> Additionally, this alternative may impact the Party's ability to comply
> with ballot access deadlines and other requirements in various states.
> The Party might obtain relief from those requirements through
> litigation, but that is not guaranteed, even under the extraordinary
> circumstances presented by the COVID-19 pandemic.
>
>  3. _*Schedule an electronic convention*_*:*
>
> In my opinion, the LNC has authority under the Bylaws to hold an
> electronic convention, but it is a disfavored alternative that should be
> adopted -- if at all -- only under emergency circumstances that make an
> in-person convention impossible or impracticable.
>
> The only provision of the Bylaws that expressly addresses the manner in
> which a convention must be held is Article 10(1) quoted above. That
> provision grants the LNC authority to hold a convention "at a time and
> place selected by the National Committee." Additionally, Article 7(1)
> provides that the LNC "shall have control and management of all the
> affairs, properties and funds of the Party consistent with these
> Bylaws." Because Article 10(1) does not prohibit an electronic
> convention or otherwise limit the LNC's authority to set the time and
> place of the convention, I conclude that an electronic convention is not
> inconsistent with the Bylaws, at least under the emergency circumstances
> presented here.
>
> I recognize that Article 12 of the Bylaws expressly authorizes boards
> and committees to hold meetings by teleconference or videoconference,
> and that Article 12 is silent with respect to conventions. Additionally,
> one of the "Principles of Interpretation" set forth in Roberts Rules of
> Order, Newly Revised (11th Edition) ("RRONR") (at pp. 589-90) is that
> "If the bylaws authorize certain things specifically, other things of
> the same class are thereby prohibited." Further, Article 16 of the
> Bylaws provides that "The rules contained in Roberts Rules of Order,
> Newly Revised shall govern the Party in all cases to which they are
> applicable..."
>
> The preferred interpretation of Article 12 of the Bylaws, therefore, is
> that it authorizes electronic meetings of boards and committees, and
> thus it generally should be construed not to authorize electronic
> conventions. A "Principle of Interpretation" is not a rule, however, and
> it is not inviolate. Principles that generally apply may not apply in
> unusual or unforeseen circumstances such as the LNC is now facing. (/See
> also/ "Parliamentary Law," Question 107, p. 452, available at
> https://babel.hathitrust.org/cgi/pt?id=mdp.35112104592482&view=1up&seq=498)
>
> (explaining that where a bylaw provision is "impracticable to carry out,
> the only thing that can be done is to change that provision to a
> reasonable one, complying, in making the change, with the spirit of the
> existing by-laws as nearly as possible.") Furthermore, another
> "Principle of Interpretation" in RRONR is that, where a Bylaw contains
> an ambiguity, "Each society decides for itself the meaning of its
> bylaws." (/See /pp. 588-89.)
>
> Because the LNC Bylaws do not appear to have anticipated a global
> pandemic, strictly construing them to prohibit an electronic convention
> under these emergency circumstances, where the Bylaws do not expressly
> prohibit an electronic convention, is unwarranted in my opinion. An
> electronic convention is clearly sub-optimal from a parliamentary
> perspective, however, and it should be disfavored unless and until the
> Bylaws are amended to include an express authorization for an electronic
> convention. Furthermore, in the event that the LNC pursues this
> alternative, it may be wise to adopt a resolution recognizing that an
> electronic convention is disfavored and should not be considered unless
> emergency circumstances make an in-person convention impossible or
> impracticable.
>
>  4. _*Amend the bylaws to include an express authorization for an
>     electronic convention:*_
>
> Article 17 of the Bylaws provides that they may be amended only by a 2/3
> vote of the delegates at any Regular Convention. Therefore, this does
> not appear to be a viable alternative.
>
>  5. _*Amend the articles of incorporation to authorize an electronic
>     convention.*_
>
> Mr. Bishop-Henchman proposed this alternative. I believe it is a legally
> valid option for the reasons he stated. Although the manner of holding a
> convention is typically a matter to be addressed in the Bylaws, there is
> no reason the Articles of Incorporation cannot be amended to allow for
> an electronic convention.
>
> I hope the foregoing analysis is helpful as the LNC considers the best
> course of action to address the challenging circumstances we are facing.
> I will be on the call tomorrow in case I am needed.
>
> Thank you,
>
> Oliver Hall
> /Special Counsel
> /Libertarian National Committee
> 202-280-0898
>
>
>