[Lpk-execomm] MOTION: Adopt Affiliiate Agreement

Wed Mar 5 11:42:44 EST 2025

While we have a constitutional requirement to allow a county party to 
hold an organizing convention, we also have the authority to accept or 
reject county parties.

This agreement is simply codifying that they would be accepted on the 
condition they agree to (1) hold 4 in-person meetings across 6 months, 
prior to organizing convention; or (B) allow others to participate in 
special convention to (re-)elect leadership after a few months, since 
there isn't otherwise an opportunity to provide other members and 
potential members with the information to make an informed choice or 
perhaps even participate.

---
Ken C. Moellman, Jr.

Libertarian Party of Kentucky
State Party Executive Committee Chair

On 2025-03-05 11:36, Andrew Roberts wrote:

> I support holding our affiliates to the minimum legal standard. If 
> there's a gap in the rules that would present legal problems we can 
> draw up an agreement for that and give 30 days for ALL affiliates 
> including existing ones to sign it or they can risk losing affiliate 
> status. This agreement would be void after conclusion of next year's 
> convention. And rules needs to bring a proposal to fix the gaps. We 
> shouldn't be making rules as an excomm. That's overstepping our bounds 
> from my point of view.
> 
> Andrew Roberts
> 
> Get Outlook for iOS [1]
> 
> -------------------------
> 
> From: Lpk-execomm <lpk-execomm-bounces at lists.lpky.org> on behalf of Ken 
> Moellman via Lpk-execomm <lpk-execomm at lists.lpky.org>
> Sent: Wednesday, March 5, 2025 11:30
> To: Robert Lodder <rlodder at biospherics.net>
> Cc: Ken Moellman <ken.moellman at lpky.org>; lpk-execomm at lists.lpky.org 
> <lpk-execomm at lists.lpky.org>
> Subject: Re: [Lpk-execomm] MOTION: Adopt Affiliiate Agreement
> 
> My response to Dr Lodder's discussion items are as follows:
> 
> We are set up hierarchically. We are both top-down and bottom-up. For
> top-down:
> 
> * The state party must exist to affiliate organizations under it
> (Article IV Sections 3(A) and 3(B)),
> * We disallow County Parties to create their own membership
> requirements (Article IV Section 2)
> * We provide the purpose for the County Party (Article IV Section
> 1(A)).
> 
> In both our current model and in previous models of governance, there
> has also been the bottom-up aspect; previously, the chairs of each
> directly-affiliated group sat on the committee that chartered that
> affiliate. Now we have the county chairs who sit on the state party
> steering committee, and appoint the state executive committee.
> 
> We already have unilateral termination authority under Article IV
> Section 5.
> 
> The requirement to turn over assets upon dissolution is already covered
> in Article IV Section 5(C).
> 
> The indemnification clause explicitly states: County Party agrees to
> indemnify and hold harmless LPKY, its officers, and affiliates from any
> claims, liabilities, or legal actions _arising from the actions or
> inactions of County Party, when LPKY acts within its rights or duties
> under LPKY Constitution or this agreement. _ That second part of the
> clause outlines that LPKY must be acting within their own rights and
> duties. This is standard language in most contracts.
> 
> I would suggest that county parties that can't get a county convention
> together probably aren't ready to have a party yet. If they can't
> handle a convention, then how are they holding an Organizing Convention
> they couldn't handle, which has the election requirements as a Special
> Convention (as outlined in the agreement) or an Annual Convention. They
> could be a County Development Group for a while, perhaps. County
> coordinators. Organizing conventions are actually slightly more
> complex, as they require a motion to petition to affiliate as the final
> item of business.
> 
> Additionally, county conventions almost never cost money to the
> affiliate.
> 
> If there's a conflict of interest between the chair and a potential
> venue, there are at least 2 other members of the county party committee
> to handle negotiations. That said, I think this is not a concern. I
> live in a county of 20,000 people and I live near the smallest county 
> by
> population (Robertson). Both counties have facilities to hold a 
> meeting;
> at a minimum, they have a library with a meeting room.
> 
> The only restriction that this agreement actually adds, beyond what is
> already in the Constitution, is the requirement in Paragraph 5. Holding
> multiple meetings prior to spinning up a party is a good idea. Since we
> are approximately 22 months away from the next scheduled county party
> elections, it makes little sense to let 3 people just start a county
> party without giving others who would otherwise be interested have a
> chance to take part in the organization.
> 
> We could literally strip out everything except paragraph 5 and
> everything would stay the same. And Paragraph 5 is meant to prevent a
> county party cold war driven over desire to control the state steering
> committee and, in turn, over the state executive committee. Such
> actions are not real growth, not healthy for the overall organization,
> and will inevitably create a massive KREF disaster for a future
> committee to clean up.
> 
> ---
> Ken C. Moellman, Jr.
> 
> Libertarian Party of Kentucky
> State Party Executive Committee Chair
> 
> On 2025-03-05 10:48, Robert Lodder wrote:
> 
>> My discussion points on the draft county affiliate agreement:
>> 
>> Traditionally in a contract, the contract spells out the advantages to
>> each party to the contract as reasons for entering into the contract.
>> Spell these out, if any, in the Whereas portion of the contract.
>> 
>> The agreement establishes a hierarchical relationship where LPKY holds
>> the majority of power and control, while County Parties are 
>> subordinate
>> and must adhere to LPKY's rules and decisions. This power imbalance is
>> evident in several aspects of the agreement, which may not align with
>> best practices for organizational justice and fairness in affiliate
>> agreements. The limited autonomy may hinder the ability of County
>> Parties to adapt to local needs and circumstances.
>> 
>> Unilateral Termination: LPKY reserves the right to terminate the
>> agreement at any time if the County Party is found to be in violation
>> of its terms. This clause gives LPKY significant power over County
>> Parties, creating operational uncertainty and a potential imbalance of
>> power.
>> Both sides should be able to terminate an unsatisfactory agreement.
>> The contract should spell out the terms by which both parties can 
>> exit.
>> 
>> Asset Control: Upon dissolution, all remaining assets of the County
>> Party become the property of LPKY. This provision will discourage
>> County Parties from building financial or material resources, as they
>> do not have long-term control over these assets.
>> 
>> Indemnification Clause: County Parties must indemnify and hold 
>> harmless
>> LPKY from any claims or liabilities arising from their actions. This
>> shifts legal and financial risks entirely onto the County Party, even
>> in cases where LPKY's actions may have contributed to the issue.
>> Compliance with complex laws and regulations may be challenging,
>> especially for smaller County Parties without legal expertise.
>> 
>> New or smaller County Parties may face logistical and financial 
>> burdens
>> due to the requirement to hold extra Special Conventions if they don't
>> meet certain organizational benchmarks.
>> 
>> The Constitution of the Libertarian Party of Kentucky outlines several
>> ethical responsibilities for its members and county parties. These
>> responsibilities aim to ensure financial transparency, prevent
>> conflicts of interest, and maintain the integrity of party operations.
>> Members are prohibited from using their official position or office to
>> obtain financial gain or other personal benefits for themselves, any
>> family member, or a business associate. This can be a problem if, for
>> example, a county party chair has a brother who owns the only meeting
>> facility in the county big enough to handle the County Convention. In
>> such instances transparency and prior approval of a transaction by
>> others in the party is better than a blanket prohibition.
>> 
>> In conclusion, while some level of control and standardization is
>> necessary for maintaining consistency across a political party's
>> structure, this agreement appears to create significant disadvantages
>> for County Parties. The terms heavily favor LPKY in terms of control,
>> decision-making authority, and risk allocation. This imbalance may not
>> align with best practices for fairness in organizational affiliate
>> agreements, which typically emphasize transparency, equitable
>> treatment, and stakeholder engagement
>> 
>> On Wed, Mar 5, 2025 at 9:42 AM Ken Moellman via Lpk-execomm
>> <lpk-execomm at lists.lpky.org> wrote:
>> 
>>> All -
>>> 
>>> As discussed on the last State Party Executive call, I would like to
>>> adopt an affiliate agreement. To date, the primary objection I have
>>> heard is related to timings in paragraph 5; that the timelines seem
>>> arbitrary, and generally about the timelines not making a lot of
>>> sense.
>>> 
>>> To be able to discuss the motion, we must have a motion. As such, I
>>> am
>>> making the motion to adopt an updated version, with paragraph 5
>>> revised
>>> to read as follows:
>>> 
>>> _If fewer than 4 publicly-advertised in-person monthly meetings were
>>> held in the 183 days preceding an Organizational Convention, and if
>>> the
>>> next Annual Convention at which officers of County Party will be
>>> elected
>>> is greater than 274 days from the date of the organizational
>>> convention,
>>> then County Party agrees to hold a Special Convention between 180 and
>>> 210 days after the Organizing Convention, at which all leadership
>>> positions are to be re-elected._
>>> 
>>> Link to document in its entirety:
>>> https://docs.google.com/document/d/1hLZqfrLWElZtB45fp5APZC85mQ7x_8C7lU6glbFdgcg/edit?tab=t.0
>>> 
>>> As a reminder, links to the mailing lists for committees and the
>>> instructions on how email voting works is in our drive, available 
>>> from
>>> the meeting minutes link on the website, here:
>>> https://docs.google.com/document/d/1l5CMoltjBeqqSCOzOWexslpQeAxLY9DbXBIjGPjSyTA/edit?tab=t.0
>>> 
>>> Debate begins when a person responds to this email with "Second".
>>> 
>>> --
>>> Ken C. Moellman, Jr.
>>> 
>>> Libertarian Party of Kentucky
>>> State Party Executive Committee Chair
>>> _______________________________________________
>>> Lpk-execomm mailing list
>>> Lpk-execomm at lists.lpky.org
>>> http://lpmail.lp.org/cgi-bin/mailman/listinfo/lpk-execomm
>> 
>> --
>> 
>> Robert A. Lodder, Ph.D.
>> Chief Executive Officer
>> 
>> Phone: (301) 476-0705
>> Email: rlodder at biospherics.net
>> 
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