[Lnc-business] Analysis of Convention Alternatives

Sat May 2 05:36:50 EDT 2020

Oh and if we go that route as well, let's please immediately consider
changing our slogan to the Party of "Principle"

*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 Sat, May 2, 2020 at 3:36 AM Caryn Ann Harlos <caryn.ann.harlos at lp.org>
wrote:

> I completely disagree with Mr. Hall.  The limiting of electronic meetings
> to boards and committee IS AN EXPRESS DISALLOWING.  For those interested in
> my defense of that, I am going live tomorrow at 8am mountain and I invite
> anyone who wishes to attend.
>
> Question 107 comes into play when upholding the bylaws is for all intents
> and purposes impossible.  It is not.  Not even close.
>
> If this LNC goes that route, it is abdicated its duty to uphold our
> bylaws, and I for one will seek a JC review if I can obtain the 100-110
> signatures required.  I have already started getting commitments to sign
> and volunteers to hit the phones starting tomorrow if needed to get the
> rest.
>
> The government plays fast and loose with the constitution.  Let's not
> prove we are no better.
>
> *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 Fri, May 1, 2020 at 6:47 PM Alicia Mattson via Lnc-business <
> lnc-business at hq.lp.org> wrote:
>
>> Mr. Hall,
>>
>> In providing your opinion that the existing bylaws would allow an
>> electronic convention, I believe you've overlooked a key passage in RONR.
>> Please note on p. 97 (11th ed), the section titled "Electronic Meetings"
>> which in relevant part states:
>>
>> "EXTENSION OF PARLIAMENTARY LAW TO ELECTRONIC MEETINGS. Except as
>> authorized in the bylaws, the business of an organization or board can be
>> validly transacted only at a regular or properly called meeting—that is,
>> as
>> defined on pages 81–82, a single official gathering in one room or area—of
>> the assembly of its members at which a quorum is present.
>> ...
>> A group that holds such alternative meetings does not lose its character
>> as
>> a deliberative assembly (see pp. 1–2) so long as the meetings provide, at
>> a
>> minimum, conditions of opportunity for simultaneous aural communication
>> among all participating members equivalent to those of meetings held in
>> one
>> room or area.
>> ...
>> If electronic meetings are to be authorized, it is advisable to adopt
>> additional rules pertaining to their conduct..."
>>
>> Two things to note here, first that the organization has an express rule
>> that electronic meetings are prohibited unless the bylaws authorize them,
>> and our bylaws only authorize it for committees and boards.
>>
>> Second, the electronic meetings spoken of in RONR still must allow for
>> "simultaneous aural communication among all participating members."  I
>> realize you were not really getting into nuts and bolts of what such an
>> electronic meeting would look like, but many of the ideas being proposed
>> for some sort of online voting do NOT involve simultaneous aural
>> communication.  They are instead asynchronous events of a very different
>> nature, more akin to the LNC's email ballots.  The relatively small body
>> of
>> the LNC has experienced many situations that expose the problems of
>> conducting business by email, though it is expressly authorized in our
>> bylaws for boards and committees.  We have seen first-hand why RONR in a
>> footnote on p. 1 admonishes:
>>
>> "A group that attempts to conduct the deliberative process in writing -
>> such as by postal mail, electronic mail (e-mail), or facsimile
>> transmission
>> (fax) - does not constitute a deliberative assembly.  When making
>> decisions
>> by such means, many situations unprecedented in parliamentary law will
>> arise, and many of its rules and customs will not be applicable (see also
>> pp. 97-99)."
>>
>> This synchronous vs. asynchronous distinction is a rather important one.
>>
>> -Alicia
>>
>>
>> On Fri, May 1, 2020 at 4:17 PM 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
>> >
>> >
>> >
>>
>