FW: Breach of Ethics & Fiduciary Duty — Public Statements Regarding SIC Report

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From: Austin Martin <austin...@lp.org>
Sent: Wednesday, August 13, 2025 2:21:40 AM (UTC+00:00) Monrovia, Reykjavik
To: Steven Nekhaila <steven....@lp.org>
Cc: Paul Darr <paul...@lp.org>; lnc-public_forward <lnc-publi...@lp.org>; LNC Board <lncb...@lp.org>
Subject: Re: Breach of Ethics & Fiduciary Duty — Public Statements Regarding SIC Report

Aloha, my colleagues! 

It is with great sadness that I must bring this issue into the daylight, but secrecy does not serve the LNC in this most serious matter. As has happened with other members in the recent past: I have tried to report these issues internally in compliance with current LNC policy, even before such policy was adopted, but my reports were ignored. 

I bring this matter to the attention of all because I am genuinely concerned for the LP and want to see us thrive as an organization. As such, I take our reputation with great seriousness, and intend to protect it. 

My intent here is to stand up for our principles and our code of conduct - not to undermine it. 

Mr. Chair, 

Let me begin by respectfully insisting that you cease and desist from all further retaliatory activity against the legitimate discharges of the duties of my office, such as the demand letter you sent to me today.

I object to the misinterpretation of both the situation and the policy itself. 

1. The Conduct Policy you reference specifically protects my activities, saying in relevant part:  "This does not discourage explaining their disagreement to constituents nor attempting to change such decisions through proper means such as lobbying for policy or bylaws changes and Judicial Committee appeals." 
2. After properly reporting the ethical issue (to various LP officers in the presence of counsel [on multiple occasions], and in executive session), and then waiting for an appropriate length of time for them to respond, I am now exercising my right under the whistleblower protection clause. It is likely that any perceived violation(s) of this policy in regards to this matter would fall under the Whistleblower Protection Policy, and would not be actionable for enforcement. 
3. I sincerely believe my statements (which are the subject of the complaint) are completely true, and that disclosure of my criticisms is in the best interest of the LNC. I believe that the statements in question from the SIC are manifestly, even laughably false, and will almost certainly lead to damaging consequences for the LP if not promptly repudiated with the truth. 
4. I can and will defend what I have said as being my right and my duty in my capacity as a representative; I did not specifically name or charge any single individual - however it is worth noting that you yourself had a highly vested, material interest in the outcome. It therefore seems absurd to suggest my statements were "unfounded". 
5. You falsely claim I violated DC Non-Profit Law by speaking my sincere opinion - the truth. I reject this self-serving interpretation of DC Non-Profit Law, and instead again bring this matter again to your attention: the SIC contains material inaccuracies from page one, and will almost certainly backfire if officially relied upon in a legal capacity.
6. Multiple members of the SIC also directly and manifestly benefitted materially from the outcomes of the events in question, or were otherwise given benefits afterward by other such conflicted members, which gives rise to a serious appearance of impropriety, and of outright misrepresentation. 
7. Before I contemplate any form of compliance with your unreasonable 24-hour-demand-letter, I will be seeking further advice of counsel. If I prove to be mistaken in my understanding of the situation, then I will promptly issue an apology and comply with your request.

I would urge the members of this committee to make use of an independent professional service next time that an investigation of this nature is needed, or to otherwise engage a consultant about how to set up an Independent Litigation Committee which will not get laughed out of the court and undermine our good name. A third-party service would have easily avoided the drama and the manifest appearance of gross impropriety of having the suspects investigate themselves, and find all wrongdoing was someone else's fault. 

It's a joke. 

I have attempted to raise the issues in appropriate forums, and through the appropriate means, in compliance with the Policy Manual. My complaints have been steadfastly ignored, and retaliations have occurred. None of my social media posts violates any fiduciary duty, and no member has been wrongly defamed by my sincere criticisms of the absurd claims made within the SIC itself. 

The conflicts are glaringly obvious and self-evident. 

Censorship and willful blindness do not serve our organization nor our members. 

I am asking you to cease your violations of our code of conduct against me in retaliation for my protected activities. 

I am also now publicly calling for a truly independent investigation into the events in question to understand what really happened to our board. 

THAT is my fiduciary duty, and yours. 

I apologize if I have given anyone offense - it is certainly not offered intentionally. There really is just no "nice" way to say all this. I'm sorry if my truthful opinion offends you, but I do not agree that it forms any kind of policy violation, especially under the circumstances. 

I truly regret the necessity, both of this communication and those you reference in your original email. I assure you my motivation is not from any ill-will nor personal animosity of any kind; I am to simply trying to do a good job representing my people. 

Respectfully yours, 

Austin Martin

R1

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From: Steven Nekhaila <steven....@lp.org>
Sent: Tuesday, August 12, 2025 11:48 AM
To: Austin Martin <austin...@lp.org>
Cc: Paul Darr <paul...@lp.org>
Subject: Breach of Ethics & Fiduciary Duty — Public Statements Regarding SIC Report

 

Mr. Martin,

I am writing regarding your recent public posts on X concerning the Special Investigatory Committee (SIC) report adopted by the Libertarian National Committee (LNC).

1. On 8/11/2025, you posted “This is straight up FRAUD” alongside a screenshot of the SIC report.
2. A few hours later, you posted “Watch Nancy Pelosi explain what happened to Angela McArdle earlier this year” with a Pelosi clip juxtaposed against screenshots of the SIC report, and subsequently agreed with a commenter comparing the LNC’s conduct to “deep state” tactics.

You are, of course, free to disagree with the conclusions of a committee or the Board. However, these posts cross multiple bright lines:

• They constitute a clear and flagrant violation of Policy Manual §1.07.4(B)(I & II):

“LNC Members shall not:
I. Disparage the LNC or the Party nor endorse other political parties or their candidates. Further, LNC members shall not tell anyone that they should not donate to the Libertarian Party.
II. Engage in ad hominem or otherwise indecorous attacks against fellow board members in any official communication (be it internal or public) or in personal public communication.”

• The “fraud” claim is an unsubstantiated allegation of criminality. If true, it must be reported internally with evidence; if untrue or unsubstantiated, it is reckless and injurious to the organization.
• The Pelosi/“deep state” post publicly disparages the LNC, insinuates bad faith and conspiracy by fellow board members, and further undermines confidence in the Party’s governance.
• Both posts violate your fiduciary duties under the D.C. Nonprofit Corporation Act, particularly the duties of loyalty and care, by damaging the Party’s reputation and donor confidence, and by creating a serious appearance-of-conflict given your caucus’s chair, the former LNC Chair, is a subject of the SIC report.

Required next steps:

1. Remove both posts (the “straight up FRAUD” post and the Pelosi/“deep state” post) within 24 hours of this message, along with any substantially similar content.
2. If you have specific, documented evidence of fraudulent conduct, submit it in writing to me and General Counsel within 72 hours so it can be addressed through the proper channels (Ethics/Discipline process, motion to reconsider, or external review if warranted).
3. Refrain from further public commentary on this matter while any review is pending.
4. Provide me with a brief written assurance that you will comply with PM §1.07.4(B) going forward.

Failure to cure will result in referral to the Ethics Committee for remedies up to and including censure and removal from committees or assignments, as contemplated by the Policy Manual for conduct harmful to the Party.

Confirm receipt and your plan to cure by close of business today. I am available to discuss a path forward that protects both your rights as a member and the Party’s institutional integrity.

Steven Nekhaila
Chair, Libertarian National Committee

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From: Steven Nekhaila <steven....@lp.org>
Sent: Wednesday, August 13, 2025 3:06:02 AM (UTC+00:00) Monrovia, Reykjavik
To: Austin Martin <austin...@lp.org>

Cc: Paul Darr <paul...@lp.org>; lnc-public_forward <lnc-publi...@lp.org>; LNC Board <lncb...@lp.org>
Subject: Re: Breach of Ethics & Fiduciary Duty — Public Statements Regarding SIC Report

Mr. Martin,

Your public posts as cited earlier are clear violations of PM §1.07.4(B)(I & II) and a breach of your fiduciary duties under D.C. nonprofit law. The whistleblower clause you cite does not shield public disparagement. Internal reporting is protected; public accusations of fraud against the LNC are not.

This conduct is exactly the type of board behavior cited in the Strategists Inc. Operational Review as damaging to the Party’s reputation, morale, and fundraising:

“Board members must demonstrate individual and collective restraint to create a cohesive brand that is not marred by sniping of opinions in forums outside the board room… Respect staff time, expertise, and morale by avoiding… public controversies.”

Directive to cure:

1. Remove both posts within 24 hours.
2. Provide any supporting evidence of alleged misconduct to me and General Counsel, Mr. Hall, within 72 hours.
3. Refrain from further public commentary on this matter while under review.
4. If you believe misconduct occurred, raise it through a noticed motion before the full LNC or in compliance with the whistleblower policy, submitted in writing to the Chair, Vice Chair, and General Counsel.

Noncompliance will result in referral to the Board for censure or removal from committees. This is not a debatable. It is a directive under adopted policy and precedent.

Steven Nekhaila
Chairman, Libertarian National Committee

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From: Austin Martin <austin...@lp.org>
Sent: Tuesday, August 12, 2025 10:21 PM

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From: Austin Martin <austin...@lp.org>
Sent: Wednesday, August 13, 2025 3:26:09 AM (UTC+00:00) Monrovia, Reykjavik
To: Meredith Hays <meredi...@lp.org>; Steven Nekhaila <steven....@lp.org>
Cc: Paul Darr <paul...@lp.org>; LNC Board <lncb...@lp.org>; lnc-public_forward <lnc-publi...@lp.org>

Subject: Re: Breach of Ethics & Fiduciary Duty — Public Statements Regarding SIC Report

Aloha, Ms. Hays! 

Thank you for confirming my prior adherence to policy and prior notification of these issues during executive session. Though written complaints are not specifically required by the policy, I have corresponded appropriately to the same effect.

I take whistleblower policies and activities very seriously, and have made every attempt to avoid exercising this option, but I genuinely feel it is in the best interests of the Party to shine some sunlight on the matter.

Sunlight is the best disinfectant. 

Mahalo! 

Austin Martin 

R1

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From: Meredith Hays <meredi...@lp.org>
Sent: Tuesday, August 12, 2025 4:57 PM
To: Austin Martin <austin...@lp.org>; Steven Nekhaila <steven....@lp.org>
Cc: Paul Darr <paul...@lp.org>; LNC Board <lncb...@lp.org>

Subject: Re: Breach of Ethics & Fiduciary Duty — Public Statements Regarding SIC Report

 

By sending this to the public list, you just revealed information out of executive session, including meetings with counsel. This does not suggest a good faith discharge of your duties. 

Meredith Hays

Region 4 Rep, Libertarian National Committee

lp.org | meredi...@lp.org

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From: Austin Martin <austin...@lp.org>
Sent: Tuesday, August 12, 2025 7:21:40 PM

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From: Meredith Hays <meredi...@lp.org>
Sent: Wednesday, August 13, 2025 4:01:56 AM (UTC+00:00) Monrovia, Reykjavik
To: Austin Martin <austin...@lp.org>; Steven Nekhaila <steven....@lp.org>

Cc: Paul Darr <paul...@lp.org>; LNC Board <lncb...@lp.org>; lnc-public_forward <lnc-publi...@lp.org>
Subject: Re: Breach of Ethics & Fiduciary Duty — Public Statements Regarding SIC Report

I purposefully did not send my response to the public list, and you just did it again. This is not sunlight as a disinfectant - this is an attention grab. Please review the terms of the NDA you signed. 

Meredith Hays

Region 4 Rep, Libertarian National Committee

lp.org | meredi...@lp.org

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From: Austin Martin <austin...@lp.org>
Sent: Tuesday, August 12, 2025 8:26:09 PM

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From: Austin Martin <austin...@lp.org>
Sent: Thursday, August 14, 2025 12:04:38 AM (UTC+00:00) Monrovia, Reykjavik
To: Matt Johnson <matt.j...@lp.org>; Meredith Hays <meredi...@lp.org>; Steven Nekhaila <steven....@lp.org>

Cc: Paul Darr <paul...@lp.org>; LNC Board <lncb...@lp.org>; lnc-public_forward <lnc-publi...@lp.org>
Subject: Re: Breach of Ethics & Fiduciary Duty — Public Statements Regarding SIC Report

Aloha, Mr. Johnson and Ms. Hays, 

Thank you for your concerns in maintaining confidentiality — I respect our shared commitment to upholding internal policies. To clarify, my actions did not breach the confidentiality policy, as no executive session details were revealed beyond what is already public from other sources (per Policy Manual §1.02.4). Additionally, under the code of conduct and whistleblower protections, good-faith disclosures of ethical concerns are exempt from retaliatory enforcement, especially after internal reports have been submitted and ignored.

Aloha, Mr. Nekhaila,

As requested, I will resubmit evidence of my prior complaints (I.e.: raised in executive session on June 9th with counsel present, associated written correspondence, and on other occasions). However, I must reiterate that the SIC's conflicts of interest and lack of independence are evident and well-documented, including members with material benefits from the outcomes. These issues were known to the committee and could undermine the Party's credibility if not addressed. My initial complaints originated from before the current policy was enacted, and have continued consistently thereafter in conformity to both our old and new conduct policies. I have already been very vocal about my concerns over the apparent conflicts of interest, including with counsel, which have not been addressed. 

The glaringly-obvious misrepresentations of fact, in tandem with the above circumstances, would cause a person of ordinary wit and intelligence to conclude that some form of "fraud" or "deception" has occurred, or is occurring. Multiple individuals have been evidently working in concert in an unbroken pattern of errors and omissions, giving rise to the reasonable belief that collusion would exist.

I do not say this lightly. 

I have waited patiently for meaningful responses to my complaints and reports, but none have been forthcoming. As an alternate representative, I lack the ability to bring motions directly, so I encourage a colleague to propose one to discharge the SIC — which would properly align with our fiduciary duties under DC Nonprofit Corporation Act § 29-406.30 to act in the Party's best interests and avoid unreasonable reliance on conflicted processes.

A handful of individuals, including SIC members, had significant vested interests in the report's subject matter and outcomes, raising serious appearances of impropriety, and giving rise to my offending social media comments. While I acknowledge my own perspective may not be entirely detached, it is far removed compared to those directly involved in the events. Given the irreversible policy changes and potential damages to the Party, investing in neutrality would have built greater member trust and confidence in the results.

The majority of the board appears conflicted here, and I believe an independent investigation would have been essential to protect our organization before more external scrutiny arises; instead we did something that, to the average person, appears terribly deceptive and morally wrong. Now you propose to officially censor my public speech to keep dirty secrets on the LNC? I'm afraid that after obtaining advice of counsel, I am simply unable to comply with your absurd and retaliatory request, Mr. Chair. 

I raise this not out of animosity, but to fulfill my duty to represent my constituents and safeguard the LP's reputation. 

I am open to discussing this further or providing additional details to resolve the matter amicably.

Mahalo,  

Austin Martin  

R1

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From: Matt Johnson <matt.j...@lp.org>
Sent: Tuesday, August 12, 2025 6:07:13 PM
To: Austin Martin <austin...@lp.org>; Meredith Hays <meredi...@lp.org>; Steven Nekhaila <steven....@lp.org>

Cc: Paul Darr <paul...@lp.org>; LNC Board <lncb...@lp.org>

Subject: Re: Breach of Ethics & Fiduciary Duty — Public Statements Regarding SIC Report

 

Jesus.  If members of this board continue to breach not only executive session, but attorney client privilege between the LNC Counsel and the LNC, count me out among further executive session.

Sent via the Samsung Galaxy S25 Edge, an AT&T 5G smartphone
Get Outlook for Android

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From: Austin Martin <austin...@lp.org>
Sent: Tuesday, August 12, 2025 11:26:09 PM

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From: Paul Darr <paul...@lp.org>
Sent: Thursday, August 14, 2025 1:27:48 AM (UTC+00:00) Monrovia, Reykjavik
To: Austin Martin <austin...@lp.org>; Matt Johnson <matt.j...@lp.org>; Meredith Hays <meredi...@lp.org>; Steven Nekhaila <steven....@lp.org>
Cc: LNC Board <lncb...@lp.org>; lnc-public_forward <lnc-publi...@lp.org>

Subject: Re: Breach of Ethics & Fiduciary Duty — Public Statements Regarding SIC Report

Howdy Mr. Martin,

As Chair of the Special Investigatory Committee and Executive Editor of the report, I take full responsibility—good or bad—for its contents.

First, could you clarify which specific conflicts of interest you believe apply to me? Likewise, I would appreciate details on what “material benefits from the outcomes” you are referring to, as my service on the LNC has cost me significantly in time, money, and even personal happiness—hardly a source of material gain.

Given that the core facts of the matter were publicly disclosed before any LNC member was aware, I’m unclear on what form of “fraud” or “deception” you believe occurred, especially since many of the details have been independently confirmed by others.

While we have had a lengthy phone conversation and I recognize that we disagreed on parts of the report, I was unaware you considered my responses “meaningless.”

Regarding your constituents, I have been contacted by several Region 1 state chairs who sought my assistance in addressing matters that had been neglected in communication from their Region Reps. I recommend speaking directly with those you represent to gain a clearer sense of their views and needs.

Respectfully,

Paul Darr

Vice Chair, Libertarian National Committee

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From: Austin Martin <austin...@lp.org>
Sent: Wednesday, August 13, 2025 7:04 PM

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From: Steven Nekhaila <steven....@lp.org>
Sent: Thursday, August 14, 2025 2:29:07 AM (UTC+00:00) Monrovia, Reykjavik
To: Paul Darr <paul...@lp.org>; Austin Martin <austin...@lp.org>; Matt Johnson <matt.j...@lp.org>; Meredith Hays <meredi...@lp.org>

Cc: LNC Board <lncb...@lp.org>; lnc-public_forward <lnc-publi...@lp.org>
Subject: Re: Breach of Ethics & Fiduciary Duty — Public Statements Regarding SIC Report

Mr. Martin,

First off, you have never submitted a documented complaint to the Chair, Vice Chair, or Counsel under our internal process or whistleblower policy. Saying you “raised concerns” is not the same as filing a complaint with evidence and a requested remedy.

Second off, whistleblower protections cover good-faith internal disclosures with supporting documentation. They do not immunize public accusations of “fraud,” “collusion,” or “deception,” nor leaks from confidential proceedings. Invoking fiduciary duty to justify public broadsides demonstrates a fundamental lack of understanding of what fiduciary duty entails and your duties as a board member.

Third, executive session is confidential unless the Board releases it. The fact that outsiders talk about a topic does not waive your duty of confidentiality as an LNC member.

Fourth, you have accused SIC members of having “material benefits” and conflicted interests. You have provided no names, dates, transactions, documents, or governing standards tying any member to a concrete benefit. Aspersions are not evidence and will not stand.

Lastly, you are conflating censorship with censure. Censorship is suppression of speech. Censure is a formal accountability action for member misconduct under adopted policy. Enforcing PM §1.07.4(B)(I–II), requires members to abide by the rules they accepted when becoming members of this body, that includes restrictions on personal public facing communications that disparage this body or its actions. If you feel unable to abide by the policies of the organization you have voluntarily sought a leadership role in, I recommend you resign immediately.

You have stated you “are simply unable to comply.” Accordingly, I will notice a motion to censure at the next LNC meeting so the full Board can formally register its disapproval and set the record straight for members and donors. I attempted to resolve this privately. You elected to place it before the Board and the public forwarder; accordingly, we will address it where you have put it.

This thread is closed for argument. If you have evidence, follow the process above.

Confirm receipt.

Steven Nekhaila
Chairman, Libertarian National Committee

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From: Paul Darr <paul...@lp.org>
Sent: Wednesday, August 13, 2025 9:27 PM

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From: Andrew Chadderdon <andrew.c...@lp.org>
Sent: Thursday, August 14, 2025 4:56:22 AM (UTC+00:00) Monrovia, Reykjavik
To: Steven Nekhaila <steven....@lp.org>; Paul Darr <paul...@lp.org>; Austin Martin <austin...@lp.org>; Matt Johnson <matt.j...@lp.org>; Meredith Hays <meredi...@lp.org>

Cc: LNC Board <lncb...@lp.org>; lnc-public_forward <lnc-publi...@lp.org>
Subject: Re: Breach of Ethics & Fiduciary Duty — Public Statements Regarding SIC Report

Mr Darr,

The region 1 team has set up very clear channels for feedback with our chairs, and have been very responsive to issues raised in them, as well as been proactive in informing the chairs of upcoming business and seeking input on it. If chairs do not raise issues in those forums, we can not react to them.  

Your allegation is particularly interesting given your deployment of the claim in response to the concerns that have been raised by Mr. Martin, and not before.

Have a good evening,

Andrew Chadderdon

Region 1 Rep | Libertarian National Committee

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From: Steven Nekhaila <steven....@lp.org>
Sent: Wednesday, August 13, 2025 10:29:07 PM