“Sore Loser John Kingston” is challenging validly elected delegates

The Lexington Republican Town Committee held a valid delegate caucus on February 14. “Sore Loser John Kingston” is challenging our validly elected slate of delegates not because they were inappropriately elected, but because the Diehl campaign did a much better job of organizing in Lexington, and earned the majority of our delegates (15, with 2 for Lindstrom). The member raising the “point of order” was actually a state committee representative, who was unaware our quorum was only 5. We had more than 5 members present, ascertained by handing out more than 5 ballots, using the state CPF-101 form for reference. Our caucus was observed by two different state committee reps, who raised no objections to the proceedings.

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Frederick Van Magness, Jr.

Attorney at Law PO Box 533

North Reading, MA 01864

fred@vanm agn esslaw.com www.vanmagnesslaw .com

Telephone: (978 ) 491 +-4 9 20

February 20, 2018

ATTN: Convention Delegate Challenges Credentials Committee Chair

c/o Massachusetts Republican State Committee 85 Merrimac Street, Suite 400

Boston , MA 02114

Re: Challenge of Delegate Credentials Lexington Republican Town Committee

Dear Members of the Credentials Committee:

My name is Frederick Van Magness, Jr. and I serve as Convention Counsel for John Kingston for Senate, Inc. (the ·’Kingston Campaign”).

On behalf of the Kingston Campaign, and according to Rule 2.3 of the Rules of the 2018 Massachusetts Republican State Convention (“Convention Rules”), I hereby submit this formal challenge as to the qualifications of all delegates elected by the Lexington Republican Town Committee at its delegate election caucus meeting on Februa1y 14, 2018.

Summary of the Basis for the Challenge – Factual Background

The delegate allotment published by the Massachusetts Republican State Committee provides that the Lexington Republican Town Committee is entitled to elect a total of seventeen (17) delegates to the 2018 Massachusetts Republican State Convention.

According to the delegate election calendar on the official MassGOP Website, the Lexington Republican Town Committee scheduled a meeting for the purpose of electing those delegates for 7 :3 0 p.m. on Wednesday, February 14, 2018 at the Lexington Community Center (39 Marrett Road, Lexington, MA 02421).

On information and belief, at the hour at which the Committee was scheduled to convene, the Chairman of the Lexington Republican Town Committee, Mr. Alan S, called the meeting to order.

On information and belief, a member of the Committee promptly raised a point of order doubting the presence of a quorum. Instead of confirming the presence of a quorum at the meeting, the Chair accepted a motion from the floor to “suspend the quorum requirement” for the meeting. This motion to suspend was seconded and subsequently approved by a handful of people in the room. The committee then proceeded to elect a full slate of seventeen (17) delegates to the convention, as follows:

Delegates Elected by the Lexington Republican Town Committee

[names listed]

Summary of the Basis for the Challenge – Applicable Rules

Rule 4.1.3 of the Convention Rules clearly states that convention delegates must be elected at a “duly convened meeting” of the applicable ward or town Republican committee. The Rule goes on to specify that “material failure by any committee to comply with this Rule shall invalidate the election” of delegates.

Rule 23 of the Convention Rules stipulates that Roberts Rules of Order Newly Revised (“Roberts Rules”) is the parliamentary authority for all matters of convention procedure not explicitly covered by the Convention Rules.

According to Section 40 of that treatise, a meeting of an assembly is not duly convened unless there is a quorum of members present at the meeting. Roberts Rules is clear: “In the absence of a quorum, any business transacted… is null and void.” Id. Moreover, Roberts Rules clearly states that, “the prohibition against transacting business in the absence of a quorum cannot be waived even by unanimous consent.” Id. In the absence of a quorum, the only acceptable actions are to either a(\journ the meeting, call for a recess, or take measures to obtain a quorum – vvith adjournment being the most likely scenario in the event that securing a quorum will be unlikely. See id.

The Call to Convention issued by the Republican State Committee this year also is clear that a quorum of local committee members must be present in order to elect delegates. Moreover, th e Bylaws of the Lexington Republican Town Committee contain an explicit quorum requirement. See Article III of the Bylaws of the Lexington Republican Town Committee, a copy of which is attached hereto as “Exhibit A” (“Five (5) members of the authorized membership of the Committee shall constitute a quorum, except that in no case shall less than two (2) members be considered a quorum. A quorum must be present to conduct all business of the Lexington Republican Town Committee.”).

There is no indication that a quorum of members was present at the meeting. Indeed, the fact that the Chair entertained and then voted on a motion to “suspend” the quorum requireme nt in order to proceed ,-vith bu si ness, rather than simply affirming the presence of a quorum, is compelling evidence that a quorum of members was not present.

On that basis, there is good reason to believe that the election of delegat es by the Lexington Republican Town Com mitt ee (and any other business purportedly transacted at its February 14, 2018 meeting) is null and void.

Conclusion

In order to preserve the integrity of the delegate election proces s and the important decisions that delegates will be making at the 2018 Massach usetts Republican State Convention, and for the reasons stated herein, the Kingston Campaign hereby respectfully challenges the qualifications of all seventeen (17) delegates elected by the Lexington Republican Tuwn Committee, and further requests that the Credentials Committee take such other action with regard to the election of those delegates as is just and reasonable.

d J-

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Thank you for your consideration of this matter. Please contact me with any questions. Sincerely,

Frederick Van Magness , Jr.

Attorn ey at Law

enc.

cc: John Kingston for Senate, Inc.

Revised May 22, 2001

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EXHIBIT

A

EXHIBIT

A

BY-LAWS

of the

LEXINGTON REPUBLICAN TOWN COMMITTEE

  1. NAME AND PURPOSE:

    The name of this organization shall be the Lexington Republican Town Committee, hereinafter called the Committee.

    The purpose of the Committee is to promote the principles of the Republican Party, to cooperate in carrying out the programs of the Republican State and National Committees and to promote the election of Republican candidates.

  2. MEMBERSHIP:

  1. Elected Membership

    The Committee shall consist of enrolled members of the Republican Party resident in the Town of Lexington, who shall be elected from their town at the presidential primary provided that by such election the total number of members of the Committee shall not exceed thirty-five (35).

    The members of the Committee shall hold office for four (4) years ending on the thirtieth day following the day on which presidential primaries are next held and until their successors shall have orga nized .

    Any member who moves from Lexington shall cease to be a member at the end of the calendar

    year during which said residence is changed. His place shall be declared vacant and the vacancy shall be filled at the next regular meeting of the Committee.

  2. Size of the Committee

    The existing Committee shall determine the number of members to be elected at the next presidential primary and the Secretary of said Committee shall give notice of the number to be elected to the State Secretary and to the Republican State Committee on or before the date specified by state law. That number shall be not less than three (3) nor more than thirty-five (35). It is strongly recommended that the Lexington Republican Town Committee operate at the full strength of thirty-five (35). Every member so elected is expected to participate actively in the functioning of the Committee.

  3. Honorary Membership

    The Committee may elect Honorary Members from among former members of the Committee. They shall have all the rights and the privileges of members except the right to vote.

  4. Associate Membership

The Committee may, by vote at any meeting , appoint Associate Members. Associate members shall consist of enrolled members of the Republican Party resident in the Town of Lexington. Associate members shall not have the right to vote, but shall have the right to attend all of the meetings of the Committee and to serve on all sub-committees plus whatever additional functions the Chairman may assign to them. All members of the Lexington Republican Town Committee Finance Committee, who are not otherwise members of the

Committee, shall be Associate Members. (lt is suggested that there be appointed at least as many Associate Members as regular members, and there should be a balance of men and women who are representative of the community and geographically distributed. Presidents and advisors of all Republican organizations in Lexington, chartered by the Republican State Committee, can serve as Associate Members.)

Ill. QUORUM:

Five (5) members of the authorized membership of the Committee shall constitute a quorum , except that in no case shall less than two (2) members be considered a quorum. A quorum must be present to conduct all business of the Lexington Republican Town Committee.

  1. MEETINGS:

    The Chairman shall direct the calling of twelve (12) monthly meetings of the Committe e each year plus additional meetings as necessary. A majority of the Executive Committee or any five (5) members of the Committee may call a meeting of the Committee. Robert’s Rules of Order, Revised shall deter min e parliamentary authority. Notice of each meeting of the Committee shall be given by mail at least ten (10) days before the date of such meeting to each member and state committee members.

  2. ORGANIZATION:

    The Committee shall within ten (JO) days after the thirtieth day next following the election of its members, meet, organize and elect a Chairman, Vice-Chair ma n, Secretary, Treasurer, Auditor, and such other officers as it shall determine.

    The term of the officers shall be for two (2) years. Officers shall be elected at the organizational meeting, outlined above, and again, two (2) years later at a meeting held in May. Special elections shall be held within four (4) weeks after an officer vacates his office.

    Any officer, member of the Executive Committee, or member of a sub-committee may be removed from office by a majority vote of those present and voting at any regular or special meeting of the Committee, provided, however, that ten (10) days written notice has been sent to all members indicating that the removal of officers is to be considered.

    The Committee shall keep in contact with its State Committee member s by inviting them to all meetings of the Committee. The Committee should consult with its State Committee members on matter s involving Republican organizations outside the town.

    The secretary of the Committee shall, within ten (10) days after its organization, file with the State Secretary, with the Town Clerk and with the Secretary of the Republican State Committee, a list of the officers and members of the Committee, together with the addresses and telephone numbers of such officers; within ten

    (10) days after theappointment of Associate Members the secretary shall similarly file the list of Associate Members. The secretary shall also file a statement of any changes in the membership of the Committ ee which have resulted from vacancies which the Committee has filled.

  3. OFFICERS

    1. Chairman

      The Chairman of the Committee shall, in addition, to the duties required by law, preside at all meetings of the Committee and of the Executive Committee and direct, with the advice of the Executive Committee, the work of the Committee. He shall appoint all sub-committees except as otherwise provided and shall serve as a member ex-officio on all sub-committees, except the Nominating Committee. He shall employ all necessary assistance, subject to the approval of the Executive Committee, for the carrying out of the Committee’s work, and shall direct the functioning of the committee and direct the calling of regular meetings of the Committee.

    2. Vice-Chairman

      The Vice-chairman shall preside at all meetings of the Committee in the absence of the Chairman, and shall perform all duties and have all powers of the Chairman, in the event of the temporary absence or incapacity of the Chairman.

    3. Secretary

      The Secretary shall keep a record of the proceedings of the Committee and of the Executive Committee, and shall notify each member by mail of each meeting of the Comm itte e in accordance with Article IV. The Secretary shall perform all other duties required by law, assigned by the Chairman, or otherwise herein provided.

    4. Treasurer

      The Treasurer shall have the custody of all funds belonging to the Committ ee, pay all written vouchers /bills, and shall procure and file such vouchers/bills for payment. The Treasurer shall submit a report to each regular meeting of the Committee and to the Chairman or Executive Committee at any time when either shall so request. The Treas urer must complete all required State and Town financial forms.

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    5. Auditor

    The Auditor shall annually in May, or at the request of the Chairman or the Executive Committee, audit the Treasurer’s books and report to the Executive Committee.

  4. DUTIES OF MEMBERS:

    Members are expected to attend meetin gs of the town committee and are expected to work on at least one of the sub-committees named below. Continued absence from meet ingswill result in a req uest by the Execut ive Committee for the member’s resignation.

  5. EXECUTIVE COMMITTEE

    The Executive Committee shall consist of the five (5) members so elected to serve as Cha irma n, Vice­ chairman, Secretary, Treasurer and Auditor, plus for the term of their office and by virtue of their office, the Chairman of the Finance Committee and the Preside nt of the Women’s Republican Club of Lexington.

    The Executive Com mitteeshall supe rvise the work of the Committee. Between meetings of the Committee, it shall exercise, so far as it is consistent with law and these by-laws, all the powers of the Committee. It shall keep the Committee fully informed of any action taken by it between meetings of the Comm itt ee. It shall serve as an advisory committee on all matters referred to it by the C hairma n or by any sub-committee.

  6. FINANCE COMMITTEE

    The Finance Co mmittee shall consist of a C ha irm an, appointed by the Chairman of the Town Com mittee, plus additional member s appointed by the Chairman of the Finance Committee. The additional members need not be elected town committee member s; however, once they accept member ship on the Fina nce Committee they become Associate Members of the Town Co mm ittee.

  7. SUB-COMMITTEES:

    The Chairma n shall appoint the Chairma n of the following standing sub-committees:

    1. Precinct Comm ittee s

      A Precinct Committee shall be organized in each precinct. Each such committee shall consist of a Precinct Chairman, appointed by the Chairman of the Town Committee, plus additional registered Republicans residing in the precinct to serve at the discretion of the Precinct Chairman. The Precinct Committee shall prepare and maintain voter telephone lists, obtain signatures for nominating petitions, participate in activities designed to raise funds, recruit workers for the Town Committee, and assist in the variety of pre­ election and election-day activities aimed at increasing the Republican share of the vote. A steering committee composed of the Chairman on the Town Committee and the Precinct Chairmen shall coordinate precinct activities on a town-wide basis.

    2. Publicity Committee

      The Publicity Committee shall consist of a Chairman, appointed by the Chairman of the Town Committee, plus additional members appointed by the Chairman of the Publicity Committee. This Committee is to be responsible for the dissemination of information concerning Republican activities to the citizens of Lexington as well as to the citizens of other communities if it is felt that the material will be of importance to them.

    3. Program Committee

      The Program Committee shall consist of a Chairman, appointed by the Chairman of the Town Committee, plus additional members appointed by the Chairman of the Program Committee. This Committee shall be responsible for the planning of rallies, entertainment, socials, et cetera as well as the handling of tickets and arrangements for any Republican function of concern to the Town Committee.

    4. Issues Committee

      The Issues Committee shall consist of a Chairman, appointed by the Chairman of the Town Committee, plus additional members appointed by the Chairman of the Issues Committee. The Issues Committee shall engage in issues activities aimed at developing and promoting Republican Party principles and programs, and it shall be specifically responsible for obtaining qualified speakers to address Town Committee meetings on specific issues, organizing public debates and discussions on issues affecting the town; organizing lett er writing campaigns to promote the party viewpoint and monitoring the voting records of state office holders representing the Town.

    5. Nominating Committee

    The Chairman of the Town Committee shall appoint at least three (3)) members of the Town Committee to serve on the Nominating Committee . The Nominating Committee shall elect its own Chairman at the time of election of officers of the Committee or in case an office of the Committee shall be declared vacant because of death, resignation, change of party designation or permanent removal from the Town of any officer of the Committee. The Nominating Committee shall submit one or more names for each office to be filled, as it shall see fit. The Nominating Committee shall endeavor to submit the names of members for office in such manner that theofficers may, as far as possible, come from different precincts.

  8. POLITICAL ACTIVITY OF MEMBERS

    No membe r or associate member of the Committee shall sponsor or endorse any candidate, other than a REPUBLICAN, in a partisan election or in any way serve the interests of any political party other than the Republican Party. Every member and associate member of the Committee should support the Republican slate of candidates in all elections.

  9. ELECTION OF DEL EGATESTO PRE-PRIMARY CONVENTIONS

The committee shall, upon receipt of notice from the Chairman of the Massachusetts Republican State Committee for the holding of a pre-primary convention, call a meeting for the purpose of electing delegates to such convention. Notice of such meeting shall be given to all members in accordance with Article IV. Each delegate shall be chosen from enrolled Republicans residing in the Town.

The Secretary of the Committee shall, within fourteen (14) days after such meeti ng, but in no case less than fourteen (14) days prior to the date appointed for the opening of such convention, notify the Republican State Committee of the names, addresses and telephone numbers of such elected delegates. No vacancy shall be filled for any reason.

Xlll. AMENDMENTS

These By-laws may be suspended or amended at any regular meeting of the Committee by two-thirds (2/3) vote of those present and voting and notice of the action proposed having been included in a written notice of the meeting sent to each member of the Committee at least ten (10) days prior to the meeting at which the proposed action is to be taken.

XIV. DATE BY-LAWS EFFECTIVE

These By-laws shall take effect when adopted by two-thirds (2/3) vote of those present and voting at a regular Committee meeting or at a Special meeting called for the purpose.

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