Last updated on May 14, 2025
Greetings All,
I am giving notice for the following Policy Manual amendments (9 in total, please see the attached PDF). Please note they have gone through extensive revisions, which is why they have the full endorsement of the LNC Chair, ExD, EPCC, SIC and Debbie Mason. These are all pretty straight forward, but if anyone has any questions or concerns about any of these, please feel free to reach out to me offline.
Adrian F Malagon
To summarize, the motions would effectively take financial control of the Party out of the hands of the LNC and put it into the hands of an LNC subcommittee with peculiar membership restrictions, plus the Executive Director. In particular, the National Chair might well be cut out of developing his own budget, because the budget will be proposed by the Executive Director and a committee to which the Chair is not necessarily a member.
Quoting the proposed bylaws changes:
3) Budget
The Financial Standards Committee, in consultation with the Executive Director, shall develop an annual operating budget and present it to the LNC for approval prior to the start of each fiscal year. This budget shall include a statement of anticipated revenue and expenditures in sufficient detail to adequately outline specific activities and plans, including those for raising funds, and to outline the major categories of expense required to implement each activity or plan.
Reason:
A committee dedicated specifically reviewing finances should be the committee that helps the ExD propose a budget per Debbie Mason’s recommendation.
Noticed Agenda Items
In-Person LNC Meeting in Grand Rapids, MI, May 17-18, 2025
Noticed Motion #1
Current Language:
Section 1.04—Committee Scope & Responsibilities
9) Employment Policy and Compensation Committee (EPCC)
The EPCC shall develop documents, procedures, and guidelines for the effective administration, supervision, and development of staff, including but not limited to job descriptions, compensation ranges, hiring, training, performance reviews, promotion, progressive discipline, and termination. The LNC may supersede any such documents, procedures, and guidelines by adopting a replacement.
The EPCC shall review and document all employment contracts for staff as well as contractors that provide services outside of vendors.
The EPCC shall also be available to staff to discuss on a confidential basis the working environment or observed violations of the policy manual.
Following Counsel’s review of a director-level employment contract or a contract with a contractor for a director-level position, the Chair or the Executive Director shall submit to the EPCC the proposed contract and any related advice from Counsel. No such contract may be signed by the Chair without having first obtained either EPCC approval with notification to the board at least five (5) days prior, or an affirmative vote from a majority of the fixed membership of the LNC.
Proposed Language to be Added:
To be added after the first paragraph.
The EPCC shall only be comprised of qualified members of the LNC. The word “qualified” for these purposes shall be defined as: experienced and well versed in the above and/or business management and development, employee and vendor contracts, key performance indicators, performance improvement plans, personnel assessment, and/or finance.
The EPCC shall review, and approve, and document all employment contracts, agreements, transactions, remunerations, or modifications for staff as well as contractors that provide services outside of vendors prior to the Chair signing or approving any of the aforementioned.
Final Language (If Adopted):
Section 1.04—Committee Scope & Responsibilities
9) Employment Policy and Compensation Committee (EPCC)
The EPCC shall develop documents, procedures, and guidelines for the effective administration, supervision, and development of staff, including but not limited to job
descriptions, compensation ranges, hiring, training, performance reviews, promotion, progressive discipline, and termination. The LNC may supersede any such documents, procedures, and guidelines by adopting a replacement.
The EPCC shall only be comprised of qualified members of the LNC. The word “qualified” for these purposes shall be defined as: experienced and well versed in the above and/or business management and development, employee and vendor contracts, key performance indicators, performance improvement plans, personnel assessment, and/or finance.
The EPCC shall review, approve, and document all employment contracts, agreements, transactions, remunerations, or modifications for staff as well as contractors that provide services outside of vendors prior to the Chair signing or approving any of the aforementioned.
The EPCC shall also be available to staff to discuss on a confidential basis the working environment or observed violations of the policy manual.
Following Counsel’s review of a director-level employment contract or a contract with a contractor for a director-level position, the Chair or the Executive Director shall submit to the EPCC the proposed contract and any related advice from Counsel. No such contract may be signed by the Chair without having first obtained either EPCC approval with notification to the board at least five (5) days prior, or an affirmative vote from a majority of the fixed membership of the LNC.
Reason:
In order for the EPCC, one of the most important subcommittees on the LNC, to be effective and productive for the good of the LP, it’s important for only qualified members with the appropriate experience and professional acumen to be considered and appointed. The EPCC should also be properly informed and approve all contracts prior to the Chair’s formal approval to ensure that there are appropriate “stopgaps” for all contracts the LNC enters into and that the appropriate criteria per the Policy Manual and the EPCC has been met.
Noticed Motion #2
Current Language: None.
Proposed Language:
To be added under Section 1.04—Committee Scope & Responsibilities
9) Financial Standards Committee (FSC)
The FSC shall be informed of and approve, all new expenditures under consideration to determine their necessity, practicality, and feasibility in accordance with the LNC’s current financial status (excluding the Chair’s discretionary fund). This shall include, but not be limited to transactions, agreements or contracts being considered by the Chair, the ExD, the LNC, the Executive Committee, and any subcommittees, excluding those which fall under the purview of the EPCC or Section 1.06—Legal Matters, 2) Authorization & Management of Lawsuits.
The FSC shall do a thorough review of all bank statements, financial records, processes, and expenditures of the Party on at least a monthly basis but no later than on a quarterly basis. Focus shall be specific to cash disbursements, examining payees, and the evaluation of amounts to ensure consistency with authorized expenditures and adherence to the LNC’s financial policies. This review shall be documented by the FSC.
The FSC shall be available to the Chair and to staff to discuss any of the aforementioned under consideration before such proposals are brought forward before the ExD, Executive Committee or LNC.
Final Language (If Adopted):
This would create a new LNC subcommittee. As such, in addition to the new language above 1) Committee Appointments should be amended, in alphabetical order, to include:
Committee Name: Financial Standards Committee
Size: Three LNC (3) members, which shall include the LNC Treasurer
Member Selection: LNC
Chair Selection: Committee Selected
Additionally, the following renumbering should take place: 11) Historical Preservation Committee (HPC) and 12) and Information Services Committee (ISC).
Reason:
Given the financial state of the Party, all financial transactions should be scrutinized and assessed by members who understand budgets, basic finance, and can do a cost/risk analysis of any purchase or vendor contract being considered before they’re submitted to approval by the appropriate authority. In short, this committee should serve as the EPCC of general finances to reign in any potential reckless spending before it’s considered by anyone not intimately familiar with the financial state of the Party. The Chair shall serve as an ex-officio member of this committee per Section 1.03—Committees, 4) Chair as a Nonvoting Member of Committees. Lastly, These recommendations were made by the independent auditor. The proposed added language is copied and pasted from their letter.
Noticed Motion #3
Current Language:
Section 1.05—Other Special Approval Procedures
1) Budget
The Chair, without the consent of the Executive Committee, is authorized to expend up to $1,000 in discretionary funds within any (rolling) three (3) month period, the total of which shall not exceed $5,000 per term unless those expenditures are later ratified by the LNC.
Proposed Amendment:
Section 1.05—Other Special Approval Procedure
1) Budget
The Chair, without the consent of the Executive Committee, is authorized to expend up to $1,000 in discretionary funds within any (rolling) three (3) month period, the total of which shall not exceed $5,000 per term. unless those expenditures are later ratified by the LNC.
Final Language (If Adopted):
Section 1.05—Other Special Approval Procedure
1) Budget
The Chair, without the consent of the Executive Committee, is authorized to expend up to $1,000 in discretionary funds within any (rolling) three (3) month period, the total of which shall not exceed $5,000 per term.
Reason:
Striking this language prevents the Chair from exceeding the $1,000 or $5,000 limit and “asking for forgiveness” as opposed to “asking for permission” prior. There is no penalty if the LNC were to not ratify the excess expenditures, and even if there were, the money is already gone. This is problematic and should be “nipped in the bud” as a precaution.
Noticed Motion #4
Current Language:
Section 1.06—Legal Matters
3) Contracts & Contract Approval
All contracts or modifications thereto shall be in writing and shall document the nature of the products or services to be provided and the terms and conditions with respect to the amount of compensation/reimbursement or other consideration to be paid.
The Chair shall approve any contract in excess of $7,500.
All contracts of more than one (1) year in duration or for more than $25,000 shall be reviewed and approved by Counsel prior to signing by the Chair.
Independent contractors doing business with the LNC are required to sign formal contracts that clearly set forth the parties’ intention that they be treated as independent contractors. All director-level positions must be hired as employees of the organization, contractors must not be in any managerial role and cannot be managed. Each contract for director-level employment along with any related advice from Counsel must be circulated to the LNC on a strictly confidential basis following EPCC approval.
Any proposed contracts or agreements for financial renumeration with a closely related party (legal relative, domestic partner, business associate) to a sitting LNC member or staff member shall be disclosed to the LNC prior to execution and shall be approved by a 2/3 vote of the Executive Committee or a majority vote of the LNC. This relation shall also be disclosed on the LNC’s member’s listing of potential conflicts of interest.
Proposed Amendments:
All contracts, agreements, transactions, remunerations, or modifications thereto shall be in writing and shall document, in detail, the nature of the products or services to be provided. and t The terms and conditions shall clearly define and outline with respect to payment terms, dates of service, termination terms, obligations of each party, legality and jurisdiction, and signatures of both parties to signify acceptance of terms.
The Chair shall approve any contract in excess of $7,500. Neither the Chair nor the ExD shall approve any contract in excess of $3,000 without written approval from either a majority of the EPCC or the FSC, whichever committee is appropriate. Should the contract’s duration potentially result in an excess of $3,000, the aforementioned provision shall apply.
All contracts of more than one (1) year in duration or for more than $25,000 $15,000 shall be reviewed and approved by Counsel prior to signing by the Chair.
Independent contractors doing business with the LNC are required to sign formal contracts that clearly set forth the parties’ intention that they be treated as independent contractors. All director-level positions must be hired as employees of the organization, contractors must not be in any managerial role and cannot be managed, but shall have a direct report assigned by the Executive Director to oversee and assess the quality of their work as agreed upon in the contract. Each contract for director-level employment along with any related advice from Counsel must be circulated to the LNC on a strictly confidential basis following EPCC approval.
All independent contractors and vendors shall submit detailed invoices for approval via electronic signature by the Chair or the ExD prior to payment being rendered. Approval shall affirm that satisfactory work for the requested number of hours or service was completed in accordance with the contract. All invoices shall be submitted in within two weeks of the agreed upon terms of payment. Invoices submitted after that time frame shall be paid at the LNC’s discretion. No independent contractor or vendor shall be on any form of concurrent auto-pay.
Any proposed contracts, or agreements, or transactions for financial renumeration with a closely related party (including but not limited to legal relative, domestic partner, business associate, paramour, or friend) to a sitting LNC member or staff member shall be disclosed to the LNC prior to execution and shall be approved by a 2/3 vote of the Executive Committee or a majority vote excluding the conflicted parties.This relation shall also be disclosed on the LNC’s member’s listing of potential conflicts of interest. Modifications following a vote of approval are considered new terms and must be reapproved. Performance evaluations and supervision of any such closely related parties must be overseen by a disinterested LNC or Staff member.
Final Language (If Adopted):
Section 1.06—Legal Matters
3) Contracts & Contract Approval
All contracts, agreements, transactions, remunerations, or modifications thereto shall be in writing and shall document, in detail, the nature of the products or services to be provided. The terms and conditions shall clearly define and outline payment terms, dates of service, termination terms, obligations of each party, legality and jurisdiction, and signatures of both parties to signify acceptance of terms.
Neither the Chair nor the ExD shall approve any contract in excess of $3,000 without written approval from either a majority of the EPCC or the FSC, whichever committee is appropriate. Should the contract’s duration potentially result in an excess of $3,000, the aforementioned provision shall apply.
All contracts of more than one (1) year in duration or for more than $15,000 shall be reviewed and approved by Counsel prior to signing by the Chair.
Independent contractors doing business with the LNC are required to sign formal contracts that clearly set forth the parties’ intention that they be treated as independent contractors. All director-level positions must be hired as employees of the organization, contractors must not be in any managerial role and cannot be managed, but shall have a direct report assigned by the Executive Director to oversee and assess the quality of their work as agreed upon in the contract. Each contract for director-level employment along with any related advice from Counsel must be circulated to the LNC on a strictly confidential basis following EPCC approval.
All independent contractors and vendors shall submit detailed invoices for approval via electronic signature by the Chair or the ExD prior to payment being rendered. Approval shall affirm that satisfactory work for the requested number of hours or service was completed in accordance with the contract. All invoices shall be submitted in within two weeks of the agreed upon terms of payment. Invoices submitted after that time frame shall be paid at the LNC’s discretion. No independent contractor or vendor shall be on any form of concurrent auto-pay.
Any proposed contracts, or agreements, or transactions for financial renumeration with a closely related party (including but not limited to legal relative, domestic partner, business associate, paramour, or friend) to a sitting LNC member or staff member shall be disclosed to the LNC prior to execution and shall be approved by a 2/3 vote excluding the conflicted parties.This relation shall also be disclosed on the LNC’s member’s listing of potential conflicts of interest. Modifications following a vote of approval are considered new terms and must be reapproved. Performance evaluations and supervision of any such closely related parties must be overseen by a disinterested LNC or Staff member.
Reason:
Contracts need to spell out, in detail, what is expected of any respective contractor, while allowing the possibility for additional tasks as necessary. If additional compensation is required, then the contract can be amended and agreed to by both parties. This may not always apply to each contracted position, but it should apply to most. Having requirements also makes it possible for performance to be properly measured. Additionally, while no two contractors or their work is the same, basic details such as: start and end date and the payment structure and requirements for rendering said payments should always be agreed to prior to a contract being entered into by either party to prevent conflicts or misunderstandings, but particularly the LNC. Contracts can always be revisited and amended prior to the end date to prevent a disruption in service if one party feels that the terms need revisiting.
With respect to speakers or guests for events (primarily National Convention), needs or requests are different. Some require compensation for food, travel and board, others don’t. Knowing what is being requested and agreed upon ahead of time, makes it easier to determine if it’s something the Party feels it’s a worth while expenditure.
Given the financial state of the Party and to prevent any misappropriation of funds, contracts should be scrutinized as much as possible, whenever possible. The amended amount still allows the Chair or the ExD the ability to enter into “smaller” contracts to prevent the disruption of Party business while ensuring more substantive contracts and amounts are properly assessed.
It is important that independent contractors and vendors have a direct report that can evaluate the quality and need of work being done, by someone who can properly assess it. For example, had FreedomCalls LLC had appropriate oversight by someone familiar with the work they had agreed to perform, it would have allowed that direct report to assess the quality of their work after the first month and recommend changes to maximize the investment of the LNC or terminate it (assuming the LNC had been made aware).
Invoice submission timing is very important. Timely submission prevents FEC amendments from having to be filed or problems after the fiscal year is set.
Auto-payment should never be an option for contractors or vendors, that should be a privilege reserved for staff. Invoices should be a basic prerequisite for anyone doing business with the LNC so that it knows what it’s paying for at any given time and to assist with the audit procedure required every term. Lastly, payment or compensation should never be provided until services are rendered in the event that the independent contractor is unable to fulfill the agreed upon work (e.g., a contracted speaker or vendor that has to drop out before the service is fulfilled requiring the LNC to then seek restitution from the contractor or vendor).
Lastly, this change places the decision whether to approve a conflicting interest arrangement for renumeration and modifications to an approved arrangement with the members of the full LNC with no interest in the transaction. This language is directly from DC non-profit law § 29-406.70.
Noticed Motion #5
Proposed Change:
Move 3) Contracts & Contract Approval currently under Section 1.06—Legal Matters to 4) under Section 1.08—Financial Matters and renumber the subsequent subsections in both sections.
Reason:
This is more suited to be put under a section that discusses finances vs legal matters.
Noticed Motion #6
Current Language:
Section 1.07—Obligations Among Board Members & Staff
2) Conflicts of Interest
Each LNC Member shall disclose to the LNC situations in which such person’s own economic or other interests, or duties to others, might conflict with the interests of the Party in the discharge of their duties. Any such disclosure shall be made at the earliest opportune moment, prior to the discharge of such duties and clearly set forth the details of the conflict of interest, in a written disclosure statement provided to the Secretary. No LNC member shall: (a) transact business with the Party unless the transaction is fair and equitable to the Party; or (b) use information gained in the discharge of Party duties to the disadvantage of the Party.
The Secretary shall maintain a register of all declared potential conflicts of interest by LNC members. This register will be presented and distributed to all LNC members at each regular LNC meeting and attached to the minutes or a link to a shared drive where they can be accessed.
Proposed Language:
To be added after the last paragraph.
Any current or former LNC member, as well as the conflicted party in question, found to be in violation of this subsection shall be denied any trade relationship with the LP. This shall be separate from any additional action under consideration or taken by the LNC due to discovered malfeasance of personal financial enrichment.
Final Language (If Adopted):
Section 1.07—Obligations Among Board Members & Staff
2) Conflicts of Interest
Each LNC Member shall disclose to the LNC situations in which such person’s own economic or other interests, or duties to others, might conflict with the interests of the Party in the discharge of their duties. Any such disclosure shall be made at the earliest opportune moment, prior to the discharge of such duties and clearly set forth the details of the conflict of interest, in a written disclosure statement provided to the Secretary. No LNC member shall: (a) transact business with the Party unless the transaction is fair and equitable to the Party; or (b) use information gained in the discharge of Party duties to the disadvantage of the Party.
The Secretary shall maintain a register of all declared potential conflicts of interest by LNC members. This register will be presented and distributed to all LNC members at each regular LNC meeting and attached to the minutes or a link to a shared drive where they can be accessed.
Any current of former LNC member, as well as the conflicted party in question, found to be in violation of this subsection shall be denied any trade relationship with the LP. This shall be separate from any additional action under consideration or taken by the LNC due to discovered malfeasance of personal financial enrichment.
Reason:
No one who has been found to have explicitly violated the PM, and enriched themselves doing so, should be allowed to conduct business with the LP moving forward.
Noticed Motion #7
Current Language: None
Proposed Language:
Section 1.07—Obligations Among Board Members & Staff
3) Separation Between Board Members & Staff
No Officer shall serve as Executive Director while also serving on the LNC. In the event that position, or any other Staff position must be filled on an interim basis, a majority of the Board may appoint another member of the LNC to serve without pay.
Additionally, the following renumbering should take place: 4) Concerns Regarding Staff and 5) Harassment and Offensive Behavior.
Reason:
You all know why.
Noticed Motion #8
Current Language:
Section 1.08—Financial Matters
5) Credit Cards and Expense Reimbursements
All expenditures shall be evidenced by receipts. The Chair or Treasurer shall be required to approve (and evidence by signing or email) all expenses and expense account reimbursements in excess of $200 made to the Executive Director or LNC members prior to payment or within thirty (30) days of payment if the expenditure is incurred with a Party-issued credit card. No advances shall be made. No officer shall approve their own expenses.
Travel expenses incurred by officers for the explicit purpose of conducting Party business (excluding those incurred for the purpose of attending LNC meetings) may be reimbursed. Business travel expenses not pre-authorized by the LNC must be deemed necessary and approved in writing by the Chair to qualify for reimbursement. All travel expense reports are to be audited by the Treasurer and approved by the Treasurer and the Chair.
Proposed Amendments:
All expenditures shall be evidenced by receipts. The Chair or Treasurer FSC shall be required to approve (and evidence by signing or email) in writing all expenses and expense account reimbursements in excess of $200 made to the Executive Director or any LNC members prior to payment or within thirty (30) days of payment if the expenditure is incurred with a Party issued credit card. No advances shall be made. No officer shall approve their own expenses.
Travel expenses incurred by officers for the explicit purpose of conducting Party business (excluding those incurred for the purpose of attending LNC meetings) may be reimbursed. Business travel expenses not pre authorized by the LNC must be deemed necessary and approved in writing by the Chair to qualify for reimbursement. All travel expense reports are to be audited by the Treasurer and approved by the Treasurer and the Chair.
Final Language (If Adopted):
Section 1.08—Financial Matters
5) Credit Cards and Expense Reimbursements
All expenditures shall be evidenced by receipts. The FSC shall be required to approve, in writing, all expenses and expense account reimbursements in excess of $200 made to the Executive Director or any LNC member prior to payment. No advances shall be made. No officer shall approve their own expenses.
Reason:
The purpose of the FSC is to approve all expenditures for the financial health of the Party. Payments. Approvals shouldn’t happen retroactively, ever. Travel expenses are not different than another expense so there’s no reason to single them out. Additionally, only 3 people have access to the Party credit card: the ExD, the Chair and the Treasurer. Lastly, valid and legitimate reimbursements have happened in the past, but not been properly documented causing audit and FEC reporting issues.
Noticed Motion #9
Current Language:
Section 1.08—Financial Matters
3) Budget
The Executive Committee, in consultation with the Executive Director, shall develop an annual operating budget and present it to the LNC for approval prior to the start of each fiscal year. This budget shall include a statement of anticipated revenue and expenditures in sufficient detail to adequately outline specific activities and plans, including those for raising funds, and to outline the major categories of expense required to implement each activity or plan.
Proposed Amendment:
Section 1.08—Financial Matters
3) Budget
The Executive Committee FSC, in consultation with the Executive Director, shall develop an annual operating budget and present it to the LNC for approval prior to the start of each fiscal year. This budget shall include a statement of anticipated revenue and expenditures in sufficient detail to adequately outline specific activities and plans, including those for raising funds, and to outline the major categories of expense required to implement each activity or plan.
Final Language (If Adopted):
Section 1.08—Financial Matters
3) Budget
The FSC, in consultation with the Executive Director, shall develop an annual operating budget and present it to the LNC for approval prior to the start of each fiscal year. This budget shall include a statement of anticipated revenue and expenditures in sufficient detail to adequately outline specific activities and plans, including those for raising funds, and to outline the major categories of expense required to implement each activity or plan.
Reason:
A committee dedicated specifically reviewing finances should be the committee that helps the ExD propose a budget per Debbie Mason’s recommendation.
