Griffith loyalist, Jason Rheinstein, announced his resignation as legal counsel of the MDYRs Wednesday. Eight minutes prior to his resignation, he sent out the following letter:
All,
I write to express my concerns about the recent conduct of the newly-elected MDYRs chair, Kory Boone.
First, Mr. Boone's handling of the endorsement issue. Yesterday, Mr. Boone proceeded to issue an endorsement of Meagan Hanson in the YRNF Chair's race even though it demonstrated a blatant disregard for the Bylaws of the MDYRS, which clearly preclude the issuance of endorsements in races where two or more Republicans are running. The plain text of the provision provides for no exception for party or YRNF races. It furthermore does not restrict the provision to public elections in which there is a primary.
As I stated last week, if a proper Bylaws amendment (which I would have even supported) had been introduced and passed, I would have had no objection to the issuance of any endorsement in favor of Ms. Hanson or anyone else. However, I must continue to object to Mr. Boone's blatant disregard for the organization's bylaws.
In our discourse of the endorsements issue, Kory Boone mentioned that he had obtained the opinions of three other attorneys, all of whom had different interpretations. These opinions were received to advise the MDYR Executive Board, not Mr. Boone. I asked Mr. Boone to forward these opinions, to which I received no response. The opinions should have been forwarded to the entire board to consider, so that if it was going to exercise discretion in doing so, the MDYR Executive Board could make an informed decision on the proper interpretation of the provision. My request was entirely ignored by Mr. Boone, and I can only believe this was because Mr. Boone was blatantly lying when he said he had consulted three attorneys.
As I have stated before, the MDYR Executive Board never held a meeting regarding the proper interpretation of the prohibited endorsements provision and Mr. Boone allowed for no discussion on his endorsement motion, as required by Robert's Rules, during the meeting last week. Furthermore, in the absence of unanimous written consent, the MDYR Executive Board could not have approved any action (including a Bylaws interpretation) without a meeting.
The mishandling of the endorsement issue presents only one example of the larger problem that I have generally observed with Mr. Boone. Mr. Boone has demonstrated that he will do whatever he wants, whenever he wants, whether authorized to do so or not. It really disappoints me to see this organization led by someone who consistently demonstrates an unwilliness to constrain his actions and conduct to that which is proper and legally permissible.
Equally or even more troubling than Mr. Boone's mishandling of the endorsement issue is Mr. Boone's mishandling of MDYRs funds, for which he and Eric Beasley serve as fiduciaries of the MDYRs organization. The MDYR Constitution and the MDYR Bylaws make it abundantly clear that Mr. Boone is not empowered to expend any MDYR funds without prior approval of the MDYR Executive Board. Nonetheless, Mr. Boone wanted to unilaterally expend funds for his initiatives without going through the "trouble" to seek prior board approval, so he just went ahead expended the funds. Mr. Boone's actions in this regard constituted criminal misappropriation and breach of fiduciary duty and present a prime illustration of Mr. Boone's egregious behavior. With respect to this issue, I insist that Mr. Boone immediately reimburse the organization for any disbursements that were made without prior board approval, and I also insist that Mr. Boone cease and desist from expending any additional funds without prior approval of the MDYR Executive Board.
I sincerely hope that Mr. Boone will come to the realization that his conduct must be bound by rules and law.
Thank you for your time and attention.
Note, again, that this was followed by his resignation not ten minutes after. Now, I'm not a lawyer, so my comments are not legal advice, but I can use the same tools of analysis that Rheinstein should've used.
First, let's address the endorsement issue. Not only did the Griffiths endorse a candidate slate from the podium as event chair during the last convention without objection, Rheinstein himself joined the official endorsement of the same slate in 2011. The language used in the endorsement is a clear endorsement from the MDYR executive committee.
Yes, there's enough weasel language in the endorsement to dishonestly claim that the endorsement was personal, not official. But it's clear that the endorsement came from MDYR executive committee itself. Leading with:
[T]he entire YRs United team are hard working people and I'm am proud that Maryland has unanimously endorsed the YRs United team.
Note the language here: "Maryland" with it's "unanimous endorsement". Not a list of endorsed people, but just "Maryland". Within the context of an internal election for YRs, that is plainly speaking as the representative body of the state, as they would be the only group authorized to speak for the state.
So Rheinstein failed to object then. But was he wrong then and right now? No. If we apply the tools of statutory interpretation to the bylaws, we discover that the Supreme Court has already ruled that the section a law is under defines the scope of the law in question. In that case, a document-destruction provision was held inapplicable to the disposal of an illegal harvest of fish, in part because it was in a document-retention section of the law, not a section related to fish.
Here, the prohibition of endorsements falls under an article titled "Interactions With The Public". It is not under the article governing the association with the National Federation or even the section on officers, but in the section on the public. The YRNF election is an internal matter, and not an "interaction with the public". This is also confirmed by having a separate article governing the YRNF.
And common sense applies here as well. The prohibition on endorsing candidates in races with multiple Republicans is sensible and protects the organization against internal factionalism. The YRs are dedicated to promoting the Republican Party. But the national YR races have a direct impact on the subsidiary organizations, and the organizations themselves have a major stake in who is elected. Endorsements by subordinate organizations in relation to leadership make sense.
And again, Griffiths himself endorsed the opposing slate from the podium at the convention while introducing speakers from both slates without objection from Rheinstein, who was sitting right in front of him in that goddamned closet he used for the Convention. According to Rheinstein now, that's a violation of the bylaws. But then, nothing.
While tacky, thoughtless and mean-spirited, Griffiths did not violate the bylaws.
First, let's address the endorsement issue. Not only did the Griffiths endorse a candidate slate from the podium as event chair during the last convention without objection, Rheinstein himself joined the official endorsement of the same slate in 2011. The language used in the endorsement is a clear endorsement from the MDYR executive committee.
Yes, there's enough weasel language in the endorsement to dishonestly claim that the endorsement was personal, not official. But it's clear that the endorsement came from MDYR executive committee itself. Leading with:
[T]he entire YRs United team are hard working people and I'm am proud that Maryland has unanimously endorsed the YRs United team.
Note the language here: "Maryland" with it's "unanimous endorsement". Not a list of endorsed people, but just "Maryland". Within the context of an internal election for YRs, that is plainly speaking as the representative body of the state, as they would be the only group authorized to speak for the state.
So Rheinstein failed to object then. But was he wrong then and right now? No. If we apply the tools of statutory interpretation to the bylaws, we discover that the Supreme Court has already ruled that the section a law is under defines the scope of the law in question. In that case, a document-destruction provision was held inapplicable to the disposal of an illegal harvest of fish, in part because it was in a document-retention section of the law, not a section related to fish.
Here, the prohibition of endorsements falls under an article titled "Interactions With The Public". It is not under the article governing the association with the National Federation or even the section on officers, but in the section on the public. The YRNF election is an internal matter, and not an "interaction with the public". This is also confirmed by having a separate article governing the YRNF.
And common sense applies here as well. The prohibition on endorsing candidates in races with multiple Republicans is sensible and protects the organization against internal factionalism. The YRs are dedicated to promoting the Republican Party. But the national YR races have a direct impact on the subsidiary organizations, and the organizations themselves have a major stake in who is elected. Endorsements by subordinate organizations in relation to leadership make sense.
And again, Griffiths himself endorsed the opposing slate from the podium at the convention while introducing speakers from both slates without objection from Rheinstein, who was sitting right in front of him in that goddamned closet he used for the Convention. According to Rheinstein now, that's a violation of the bylaws. But then, nothing.
While tacky, thoughtless and mean-spirited, Griffiths did not violate the bylaws.
As for the issue of fiduciary responsibility and violating the bylaws, well, the bylaws that Griffiths bragged about reforming during Rheinstein's tenure as legal counsel have no section outlining the fiduciary responsibilities of the Chair.
In fact, they contain no rules or guidance at all on expenditures. The organization is authorized to control it's funds to carry out it's business, but there are no restrictions on who can spend money, what money can be spent on, or who needs to authorize the expenditure, only that the Treasurer can spend funds "under the supervision and control of the Executive Committee." But not that the Treasurer must be the one who makes the expenditure. (This is, in fact, a massive oversight.) There is nothing in the bylaws that outline a formal procedure for authorizing an expenditure. (And the only one who I have not seen promote the event is Griffiths loyalist Rachel Gingrich, the current secretary.)
These bylaws were written by an organization, led by Griffiths, which did not even consider making any substantial expenditures, let alone actually doing anything. If fact, not spending anything on YR promotion was a point of pride for him.
So who would've had primary responsibility for overseeing the drafting and amending of a legal document governing the authority and rules of an organization?
Why, that would be the group's legal counsel. And who was legal counsel of the YR's for the last six years, until June 24th of this year?
Jason Rheinstein.
Now, why was Rheinstein so determined to squelch the endorsement?
He was working to bring the National YR convention to Annapolis, and Gingrich communicated to MDYR leadership that she had been informed that if the MDYRs endorsed challenger Megan Hanson's campaign for national Chair, they would remove Annapolis from consideration. That appears to be the driving factor behind Rheinstein's sudden and unprecedented objections and resignation. That was his pet project, and he spent a lot of time and effort to make it happen.
These bylaws were written by an organization, led by Griffiths, which did not even consider making any substantial expenditures, let alone actually doing anything. If fact, not spending anything on YR promotion was a point of pride for him.
So who would've had primary responsibility for overseeing the drafting and amending of a legal document governing the authority and rules of an organization?
Why, that would be the group's legal counsel. And who was legal counsel of the YR's for the last six years, until June 24th of this year?
Jason Rheinstein.
Now, why was Rheinstein so determined to squelch the endorsement?
He was working to bring the National YR convention to Annapolis, and Gingrich communicated to MDYR leadership that she had been informed that if the MDYRs endorsed challenger Megan Hanson's campaign for national Chair, they would remove Annapolis from consideration. That appears to be the driving factor behind Rheinstein's sudden and unprecedented objections and resignation. That was his pet project, and he spent a lot of time and effort to make it happen.
Just to clarify, I was not told we would be removed from consideration. I felt it was better to remain impartial in the national chair's race. Amazing how the game of telephone works and how distorted one's words can become. In the future, feel free to reach out directly to me if you have questions or concerns. Thanks.
ReplyDeleteI write to correct several misconceptions in your blog post.
ReplyDeleteFirst, the provision of the MDYRs Bylaws precluding endorsements such as the one issued by Mr. Boone and his Executive Board was authored in July 2005, long before the involvement of either myself or Brian Griffiths in Maryland Young Republicans.
The provision only precludes endorsements when there is more than one candidate running in a particular race. In 2011, the endorsement of YRUnited DID NOT violate the provision because there was only one ticket and one candidate running for each of the respective YRNF offices at the time the endorsement was made.
In 2009, once again, prior to my involvement with the MDYRs Executive Board, there were two tickets running in a hotly-contested YRNF race: YRNextLevel (led by Rachel Hoff) and YR Renewal (led by Audra Shay). Most of the Maryland YRs were behind YRNextLevel, and as not to violate the provision, they issued statements of "support" rather than "endorsements" for the YRNextLevel ticket.
In 2013, Brian Griffiths was running for Chair of the YRNF against the current incumbent, Jason Weingartner, and sure enough, the Maryland Young Republicans DID NOT issue any endorsements in the contested race.
Very simply, Mr. Boone and his Executive Board clearly violated the Bylaws provision.
They were the first to do so during the time I was involved in the Maryland Young Republicans.
As for the expenditures issue, the Bylaws clearly provide that the MDYR Executive Board has the authority over "all matters" pertaining to the organization. The Bylaws do not grant the Chair any authority over expenditures, so the power is reserved to the MDYR Executive Board. The approval of specific expenditures is actually quite simple - it requires only a motion, second and a majority vote at any MDYR Executive Board meeting. However, expenditures must be approved prior to actually being made. The organization is not unusual in this regard. Indeed, all of these organizations operate the same way, it would be a rarity to find one in which an individual has the unilateral authority to authorize anything greater than a nominal expenditure.
Please feel free to contact me if you have any questions.
Rachel: Given that your ex gaslights me literally every time I speak to him, and that you're still friends with him, there's absolutely no reason I should believe you.
ReplyDeleteRheinstein:
1) You said nothing as Griffiths endorsed a YRNF slate at this year's convention, speaking as the Chair of the MDYRs and the Convention Chair from the podium while formally introducing the speakers of the slate. You can't *get* more official than that and you said nothing.
2) Previous chairs have confirmed that such conduct is acceptable.
3) Internal YR elections are not "Interactions with the public."
4) An expression of support is an endorsement. If you were to make the argument in court that you did a prohibited thing but described it with different words, that argument would be so frivolous as to be sanctionable.
5) The Bylaws do not purport to limit the authority of the Chair, or any other officer.
6) The Bylaws do not require the Committee to approve any expenditures with a vote.
7) The only section of the Bylaws that even deals with the finances of the organization is the section regarding the Treasurer's authority. Even there, it says the Treasurer operates under the "control and supervision" of the Committee, not the approval of.
8) The claim that expenditures must be pre-approved is a flat lie - there is NO SECTION of the bylaws that requires such a step. While it may have been the previous practice of the Committee to require such a step, because the Committee you were on was not interested in running events or building the organization, there is no requirement in the Bylaws that such a step by taken.
9) You were legal counsel during a period of major reform and restructuring. It was your *job* to find and point out legal deficiencies in the Bylaws and instruct the Committee to correct them. The complete absence of any financial rules is a clear and obvious oversight and you should be glad that the Chair during your tenure was a friend, and so you will never have to worry about a malpractice suit.
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ReplyDeleteMr. Boisvert:
ReplyDeleteThank you for your thoughtful comments. I respectfully disagree with many of your points, however, and I address each of your comments in turn below. Any interested party should download their own copy of the MDYRs Constitution and Bylaws, which is available at https://drive.google.com/file/d/0B-BFUpab4Zq0N2h3TVVOczNHb1U/view?pli=1.
1. Mr. Griffiths' personal endorsement in the YRNF Chair's race was still just that - a personal endorsement. All MDYRs officers remain free to personally endorse anyone they want. See Bylaws, Art. VII, Sec. 4 (pp. 12-13 of the above-referenced document).
2. The only previous chair that thought this was acceptable was Nicolee Ambrose, but she was mistaken about the endorsements in past YRNF races since 2005. Ms. Ambrose had been chair prior to the enactment of the current Bylaws in July 2005, so her recollection of what they did under former bylaws is irrelevant. As I recall, former chairman Moshe Starkman did interpret the provision the exact same way I have suggested, which is why the “support” language was used rather than the “endorse” language in the announcement pertaining to YRNextLevel in 2009.
3. You misinterpret the section heading "Interaction with Public". It basically has to do with using the MDYRs name in any public announcements. It further clearly applies to internal activities that may have a bearing on the public use of the MDYRs name. A provision restricting public announcements of endorsements in the YRNF elections clearly belongs in this section, which pertains to advertising and public announcements. In any event, the YRNF elections are external to the MDYRs as is a public announcement about those elections. Last, section headings are not generally used to construe the meaning of a substantive codified provision.
4. I know the distinction between an “expression of support” and an “endorsement” seems subtle and could be lost on many, but for veterans in politics, this is a distinction that should be quickly recognizable. The term “support” is not equated with the term “endorse”. You often see someone say they are glad to be “supporting” candidate X, but they are not making any “endorsements” in the race. A bit silly, perhaps, but this happens all the time.
This is kind of like attorney advertisements. Most places prohibit attorneys from advertising that they “specialize” in some area of the law. But they don’t prohibit attorneys from saying they “focus” or “concentrate” in some area of the law. Thus, the advertisements you see for lawyers will all say “focuses in” or “concentrating in” or something similar, rather than “specializing in”. Again a subtle distinction perhaps, but one is permitted and one is not.
5. The Bylaws limit the authority of the Chair to those enumerated functions set forth in the Bylaws, Article II, section 2(a); however, the Chair may have such additional authority and duties as are delegated to the Chair by the MDYRs Executive Board.
Article VII(b) of the MDYRs Constitution explicitly states,
b) The MYR Executive Board shall have all the powers of the MYR ***(unless otherwise specified in this constitution or duly ratified By-laws) in all matters…
Furthermore, Article III, Section 3 of the Bylaws provides:
SECTION 3. Powers: The Executive Board powers shall include, but not be limited to:
a) Being responsible for the management of all activities of the MYR, subject to the other requirements of these By-laws and the MYR Constitution.
b) Having all the powers necessary to carry out these duties…
The management of all activities includes the power to authorize expenditures and approve the budget. You will note the power is not given to the Chair.
Here is part 2 of my reply:
ReplyDelete6. You contend that “[t]he Bylaws do not require the [Executive Board] to approve any expenditures with a vote.” Your contention is erroneous and defies the common principles of organizational governance and law. Recall that the Executive Board is charged with “being responsible for the management of all activities of the MDYS.” This includes approval of expenditures. Under the basic principles of organizational governance and law, and Robert’s Rules of Order, the Executive Board can only take action through an actual vote, so a vote must be taken to approve expenditures. See also Bylaws, Article IX, Section 1.
7. Your statement in paragraph 7 is not correct. For example, Bylaws, Article 2, Section 2(a)(9) deals with finances and requires the Chair to propose an annual budget to the Executive Board, which the Board approves. Also, the provisions regarding management of the organization, cited above, also encompass the finances of the organization.
8. Your statement in paragraph 8 is also erroneous. See my responses in paragraphs 5 and 6 above.
9. Not completely, this was a job that fell to the Bylaws subcommittee. Practically speaking, only provisions that someone asked to be reviewed for study were examined, and in some cases, changed. There has never been any issue or dispute over the “financial rules” before. Recall also that I served two chairman of MDYRs: Moshe Starkman and Brian Griffiths. Neither believed they had the authority to unilaterally spend money. The portions of the Bylaws pertaining to the expenditures issue are quite standard and they do not need to be changed.
4. Lawyers are prohibited from claiming specialties because there is no system in which to develop them. A specialty implies additional training or expertise, as in a physician who specializes in certain kinds of illness. A focus is simply a direction of effort.
ReplyDeleteThere is no difference between political support and political endorsement.
5. Once, again, you fail to read your own material. The list of the powers of each officer is expressly *not* exclusive. It contains the sentence: "The powers and duties of the Chairman shall include, but not be limited to"
6. Article 9 Section 1 does not specify what actions which actions a vote is required for. Only that they require a majority vote to pass. "Being responsible for" is not "voting on each expenditure" and reliance on parliamentary procedures for a substantive power demonstrates how badly the bylaws were written.
7. I dismissed the budgetary requirement because it's literally "shall produce a budget." That doesn't represent any control or oversight over expenditures or finances. Budgets are important, but not controlling.
8 stands. You've suggested that a vote is required because the Committee has a general grant of power, but that is not a specific requirement.
9. You should've insisted in being on the bylaws committee. (Who was?) You've should've reviewed the whole of the bylaws, not waited for someone to ask. You should've been asked to review the bylaws entirely.
And Griffiths bragged about not spending money at all, so claiming he didn't *unilaterally* spend money misses the point.