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