Parliamentary Opinion of Richard Brown for the LNC's review

[Secretary LNC]

Madam Chair and Madam Secretary:

I have been asked about the purported recent dissolution of the Libertarian Party of Virginia, Inc. Section 13.1-903 of the Virginia Code is apparently the statute relied upon by the State Central Committee of the Virginia Libertarian Party, Inc., for dissolution of the corporation, according to the terms of the Resolution of Dissolution itself.  The filings with the Virginia State Corporation Commission appear to confirm that.  Here is a link to the statute relied upon:   https://law.lis.virginia.gov/pdf/vacode/13.1-903/

There is just one problem:  that statute provides for the dissolution of a corporation by a board of directors only if there is no membership or voting membership which could take the action to dissolve.  Yet, the Libertarian Party of Virginia absolutely has a voting membership.   (The state central committee is functionally the same as a board of directors and they filed their paperwork as such).  It is therefore my opinion that the resolution of dissolution and paperwork filed with the Virginia State Corporation Commission by the State Central Committee of the Libertarian party of Virginia is null and void and of no effect.  It would require a vote of the LPVA membership to dissolve the corporation.

It is important to keep in mind that the affiliation of the Libertarian Party of Virginia with the national Libertarian Party and the dissolution of the Libertarian Party of Virginia, Inc (which was incorporated inn 2015) are two separate issues.    

The LPVA has both a constitution and bylaws.  Article I, Section 2 of the Constitution of the LPVA, as amended on March 14, 2020, provides that the party "shall be affiliated with the national Libertarian Party".  Article IX of the constitution provides that it may be amended only at a "regular state convention of the party by a two thirds vote" or at a "special or general convention of the party by a two thirds vote, provided that at least 1/15 of the state party membership have registered at the convention".    It is therefore my professional opinion that it would require a constitutional amendment by the members at a convention to disaffiliate with the national Libertarian Party.   The State Central Committee has no authority to disaffiliate.  Only the membership can do that by a vote at a convention.

It is therefore my professional opinion that the attempted dissolution of the Libertarian Party of Virginia, Inc is null and void and that it will require a vote of the membership to dissolve the corporation.  It is further my opinion that it will require a two thirds vote of the membership at a convention to amend the constitution so as to disaffiliate with the national Libertarian Party.

Richard Brown, Jr., J.D., RP

Registered Parliamentarian

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In Liberty, Caryn Ann Harlos

LNC Secretary and LP Historical Preservation Committee Chair ~ 561.523.2250

[Mark Tuniewicz]

I appreciate Mr. Brown's parliamentary assessment of what is a legal issue.  I wasn't aware that the LNC had voted to request his opinion of this situation.

The State of VA may see things differently.  I see this has been issued.  FYI.  

With best wishes,

Mark Tuniewicz

Region 6 Alternate 

Libertarian National Committee, Inc.

[Secretary LNC]

That is an administrative automatic issuance as is typical.  Dr Lark has lodged an objection as have dozens of members.

The Chair and I requested his opinion.  Officers have that right.  I understand you disagree.  

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[Secretary LNC]

From the SoS itself 

[Angela McArdle]

Richard Brown is our parliamentarian and he has been for quite some time. 

We're not going to wade into legal arguments on the list without counsel, but corporate dissolution papers do not make or break an affiliate and lots of affiliates don't have corporate status.

[Mark Tuniewicz]

Mdm. Secy,

Thank you.....I wasn't aware that you and the Chair had requested that opinion, must have missed that on the email list...

With best wishes,

Mark Tuniewicz

Region 6 Alternate 

Libertarian National Committee, Inc.

[Secretary LNC]

Mr. Tuniewcz, it wasn’t done on the list.  Mr. Brown is diligent in observing our proceedings and proactively and regularly provides brief opinions which are gratefully received.  At times, we ask him to write up something more fully to inform the entire LNC.

I have to say I am baffled that it is at all controversial to have our retained parliamentarian do his job and why anyone might not want that information.

This whole thing to me seems quite bizarre.  Since I must obviously be missing some point, I’m bowing out of this conversation.

I will continue to solicit parliamentary advice from our parliamentarian and remain in my belief that does not require a vote of the LNC.  I further am a registered parliamentarian myself and will continue to give the LNC my parliamentary opinion though I am not the Party’s retained parliamentarian.

I now depart this discussion absent a request from the Chair.

[Mark Tuniewicz]

Mdm. Secy,

I appreciate your clarification....and there was no suggestion that we didn't want Mr. Browns opinion.  Rather, for the benefit of all LNC members, I think it's helpful to know how those are requested, by whom, and who has the authority to do so.  The process part, if you will.

As to you providing your own "parlimentary opinion," unsolicited to the Committee, while any Member can certainly volunteer to put forward any kind of information, I think it's helpful when we have paid professionals (parlimentary, legal) that Members refrain from providing their own written "opinions," before we as LNC members have an opportunity to obtain and review those "paid" opinions first, without any attempt to influence them.  After all, that's what they are compensated to do, and it's no criticism of you or anyone else.

Lastly, it's certainly helpful from a transparency standpoint if the full LNC is aware of a request for parlimentary, legal, or other opinions.  

Thanks again.

With best wishes,

Mark Tuniewicz

Region 6 Alternate 

Libertarian National Committee, Inc.

[Linnea Gabbard]

For procedural knowledge, I think that’s a fair question to ask, Mark.

However, I think for the benefit of being able to efficiently advance with any transaction of business, extraction of parliamentary opinion should be something we should expect as a given, as an administrative duty, as Ms. Harlos said…which would likely fall under Secretarial or Chair. 

In the policy manual under Document Maintenance in section 1.01 it states, “The Secretary shall promptly submit such proposals to the LNC, along with any written opinions provided by the Party’s parliamentarian.”

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Linnea Gabbard
Region 7 Representative
Libertarian National Committee

[Mark Tuniewicz]

Thanks Linnea!

With best wishes,

Mark Tuniewicz

Region 6 Alternate 

Libertarian National Committee, Inc.