<div dir='auto'>As always thank you for your analysis.<br><br><div data-smartmail="gmail_signature">John Phillips<br>Libertarian National Committee Region 6 Representative<br>Cell 217-412-5973</div></div><div class="gmail_extra"><br><div class="gmail_quote">On May 1, 2020 6:17 PM, Oliver Hall via Lnc-business <lnc-business@hq.lp.org> wrote:<br type="attribution" /><blockquote class="quote" style="margin:0 0 0 .8ex;border-left:1px #ccc solid;padding-left:1ex"><p dir="ltr">Greetings,
<br>
<br>
In anticipation of the LNC meeting tomorrow, I am sending a summary of
<br>
options that may be considered with respect to holding the 2020 national
<br>
convention. I am not recommending any particular alternative. My
<br>
intention is only to address the legal issues that each alternative may
<br>
raise.
<br>
<br>
1. *_Hold the convention in-person as scheduled:_*
<br>
<br>
This option would violate Governor Abbott's Executive Order ("EO")
<br>
GA-18, issued on April 27, 2020, which provides that "every person in
<br>
Texas shall, except where necessary to provide or obtain essential
<br>
services or reopened services, minimize social gatherings and minimize
<br>
in-person contact with people who are not in the same househould." EO
<br>
GA-18 expires on May 15, 2020, "unless it is modified, amended,
<br>
rescinded or superseded by the governor."
<br>
<br>
EO GA-18 (or some similar order) may be in effect on the scheduled
<br>
convention date, making it impossible to proceed. Additionally, the
<br>
Marriott has canceled attendees' reservations and it appears unlikely
<br>
that the Marriott is able or willing to perform under the current terms
<br>
of our contract (including present dates of the convention). _
<br>
_
<br>
<br>
2. _*Reschedule the convention for a later date:*_
<br>
<br>
Article 10(1) of the Bylaws provides that "the Party shall hold a
<br>
Regular Convention every two years, at a time and place selected by the
<br>
National Committee." Therefore, the LNC has the authority to take
<br>
appropriate action to select a new time and place for the 2020 national
<br>
convention.
<br>
<br>
If the LNC took such action, there is no way to know now whether it will
<br>
be possible to hold the convention at the new time and place selected.
<br>
In Texas, EO GA-18 may be extended, or a new Executive Order may be
<br>
entered, which could make it unlawful to hold the convention at the new
<br>
time and place selected. The same is true in many if not all other states.
<br>
<br>
Additionally, this alternative may impact the Party's ability to comply
<br>
with ballot access deadlines and other requirements in various states.
<br>
The Party might obtain relief from those requirements through
<br>
litigation, but that is not guaranteed, even under the extraordinary
<br>
circumstances presented by the COVID-19 pandemic.
<br>
<br>
3. _*Schedule an electronic convention*_*:*
<br>
<br>
In my opinion, the LNC has authority under the Bylaws to hold an
<br>
electronic convention, but it is a disfavored alternative that should be
<br>
adopted -- if at all -- only under emergency circumstances that make an
<br>
in-person convention impossible or impracticable.
<br>
<br>
The only provision of the Bylaws that expressly addresses the manner in
<br>
which a convention must be held is Article 10(1) quoted above. That
<br>
provision grants the LNC authority to hold a convention "at a time and
<br>
place selected by the National Committee." Additionally, Article 7(1)
<br>
provides that the LNC "shall have control and management of all the
<br>
affairs, properties and funds of the Party consistent with these
<br>
Bylaws." Because Article 10(1) does not prohibit an electronic
<br>
convention or otherwise limit the LNC's authority to set the time and
<br>
place of the convention, I conclude that an electronic convention is not
<br>
inconsistent with the Bylaws, at least under the emergency circumstances
<br>
presented here.
<br>
<br>
I recognize that Article 12 of the Bylaws expressly authorizes boards
<br>
and committees to hold meetings by teleconference or videoconference,
<br>
and that Article 12 is silent with respect to conventions. Additionally,
<br>
one of the "Principles of Interpretation" set forth in Roberts Rules of
<br>
Order, Newly Revised (11th Edition) ("RRONR") (at pp. 589-90) is that
<br>
"If the bylaws authorize certain things specifically, other things of
<br>
the same class are thereby prohibited." Further, Article 16 of the
<br>
Bylaws provides that "The rules contained in Roberts Rules of Order,
<br>
Newly Revised shall govern the Party in all cases to which they are
<br>
applicable..."
<br>
<br>
The preferred interpretation of Article 12 of the Bylaws, therefore, is
<br>
that it authorizes electronic meetings of boards and committees, and
<br>
thus it generally should be construed not to authorize electronic
<br>
conventions. A "Principle of Interpretation" is not a rule, however, and
<br>
it is not inviolate. Principles that generally apply may not apply in
<br>
unusual or unforeseen circumstances such as the LNC is now facing. (/See
<br>
also/ "Parliamentary Law," Question 107, p. 452, available at
<br>
https://babel.hathitrust.org/cgi/pt?id=mdp.35112104592482&view=1up&seq=498)
<br>
(explaining that where a bylaw provision is "impracticable to carry out,
<br>
the only thing that can be done is to change that provision to a
<br>
reasonable one, complying, in making the change, with the spirit of the
<br>
existing by-laws as nearly as possible.") Furthermore, another
<br>
"Principle of Interpretation" in RRONR is that, where a Bylaw contains
<br>
an ambiguity, "Each society decides for itself the meaning of its
<br>
bylaws." (/See /pp. 588-89.)
<br>
<br>
Because the LNC Bylaws do not appear to have anticipated a global
<br>
pandemic, strictly construing them to prohibit an electronic convention
<br>
under these emergency circumstances, where the Bylaws do not expressly
<br>
prohibit an electronic convention, is unwarranted in my opinion. An
<br>
electronic convention is clearly sub-optimal from a parliamentary
<br>
perspective, however, and it should be disfavored unless and until the
<br>
Bylaws are amended to include an express authorization for an electronic
<br>
convention. Furthermore, in the event that the LNC pursues this
<br>
alternative, it may be wise to adopt a resolution recognizing that an
<br>
electronic convention is disfavored and should not be considered unless
<br>
emergency circumstances make an in-person convention impossible or
<br>
impracticable.
<br>
<br>
4. _*Amend the bylaws to include an express authorization for an
<br>
electronic convention:*_
<br>
<br>
Article 17 of the Bylaws provides that they may be amended only by a 2/3
<br>
vote of the delegates at any Regular Convention. Therefore, this does
<br>
not appear to be a viable alternative.
<br>
<br>
5. _*Amend the articles of incorporation to authorize an electronic
<br>
convention.*_
<br>
<br>
Mr. Bishop-Henchman proposed this alternative. I believe it is a legally
<br>
valid option for the reasons he stated. Although the manner of holding a
<br>
convention is typically a matter to be addressed in the Bylaws, there is
<br>
no reason the Articles of Incorporation cannot be amended to allow for
<br>
an electronic convention.
<br>
<br>
I hope the foregoing analysis is helpful as the LNC considers the best
<br>
course of action to address the challenging circumstances we are facing.
<br>
I will be on the call tomorrow in case I am needed.
<br>
<br>
Thank you,
<br>
<br>
Oliver Hall
<br>
/Special Counsel
<br>
/Libertarian National Committee
<br>
202-280-0898
<br>
<br>
<br>
</p>
</blockquote></div><br></div>