[Lnc-business] The fiduciary duties of the chairmanship

[Alicia Mattson]

The chair signed a contract for 2020 Austin with potential liquidated
damages of up to $166,279 for non-force-majeure cancellation.  Yet we don't
owe that amount because it was cancelled under the force-majeure clause.

The chair signed a contract for 2022 Reno with potential liquidated damages
of up to $215,011 for non-force-majeure cancellation.
The chair signed a contract for 2024 D.C. with potential liquidated damages
of up to $252, 860 for non-force-majeure cancellation.

In the bigger context, the non-force-majeure cancellation clause for Austin
is fairly low at $105k.

Again I will suggest that the readers consult the policy manual language
before buying the chair's utterly false description that the COC has "taken
it upon themselves to decide what contracts are beneficial."  The LNC has
expressly delegated this task to the COC and said that the COC acts "on
behalf of the LNC" in this matter.  See policy manual 2.02.7:

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"The Convention Oversight Committee shall make recommendations for
convention sites to the LNC, but the LNC shall choose the site.  On other
matters concerning the Party’s conventions, the committee shall act on
behalf of the LNC, including:

-conveying requirements to convention planners.
-ensuring the convention meets the Party’s needs.
-reviewing and approving in a timely manner major elements, such as
contracts, the convention budget and the convention program.

The committee shall periodically report its decisions and actions to the
LNC... "
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-Alicia



On Tue, May 26, 2020 at 3:45 PM Nicholas Sarwark via Lnc-business <
lnc-business at hq.lp.org> wrote:

> Dear All,
>
> Since our bylaws and policy manual make me the person who decides on party
> decisions and how to speak or behave on behalf of the party in the absence
> of an explicit LNC decision to override my authority, I thought it might be
> worth letting the LNC know how I exercise those prerogatives.
>
> While members of the LNC or other party members may have particular
> functions they think are most important, my role as Chair is to make sure
> the LNC is best able to meet the purposes outlined in the bylaws:
>
> “The Party is organized to implement and give voice to the principles
> embodied in the Statement of Principles by:
> 1.functioning as a libertarian political entity separate and distinct from
> all other political parties or movements;
> 2.electing Libertarians to public office to move public policy in a
> libertarian direction;
> 3.chartering affiliate parties throughout the United States and promoting
> their growth and activities;
> 4.nominating candidates for President and Vice-President of the United
> States, and supporting Party and affiliate party candidates for political
> office; and
> 5.entering into public information activities.”
>
> In the current situation relative to a proposed second sitting in Orlando,
> we have an LNC that as of today has no financial obligation to any event
> venue in the future and is owed approximately $45K by the convention A/V
> vendor as a deposit refund.
>
> There are members of the Convention Oversight Committee who would like me
> to make the LNC liable for up to $105K in liquidated damages and to convert
> that approximately $45K refund into a new contract for A/V services at an
> in-person convention to be held less than 6 weeks from now.
>
> From a financial and prudential perspective, the proposed contract is bad
> for the Libertarian Party. That is my opinion and the opinion of the
> special counsel to the party. The current contract puts more risk on the
> LNC and less on the hotel. It was negotiated by the Convention Oversight
> Committee Chair without my input or approval. In fact, the Convention
> Oversight Committee Chair has not taken my phone calls or communicated with
> me directly for nearly a month. That is a choice he is allowed to make, but
> I thought it worth sharing with the LNC so they can better understand the
> situation we find ourselves in.
>
> A subcommittee of this committee has taken it on themselves to decide what
> contracts are beneficial, whether we are allowed to hold an online
> convention, and what our delegates will have to do to hold this Libertarian
> National Committee accountable for their actions this term. That is upside
> down from how things are supposed to work. Delegates should decide who
> represents them on the LNC, not LNC members deciding who will be able to be
> a delegate.
>
> I hope that helps give people a sense of how I intend to execute my duties
> as Chair as long as I hold the office.
>
> Yours in liberty,
> Nick
>