1

Michael Ventre 19 The Drive Westtown, NY 10998 mventre2@gmail.com Presumptive Chairman-Elect, New York College Republicans State Committee (“NYCRSC”)

BRIEF IN SUPPORT OF REQUEST FOR ARBITRATION

To: Chairman Zach Howell The College Republican National Committee 600 Pennsylvania Ave. SE, Suite 215 Washington DC 20003 zwhowell@gmail.com Sent by Email (Hard copy on file if needed) CC: Eric Meyer April 25, 2011 Chairman Howell: Attached is a copy of a brief in support of the position that I, Michael Ventre, am the legitimately elected Chairman of the NYCRSC. As you made clear in your letter this week, this matter will be sent to arbitration, and as such, I ask that you forward a copy of this document to whomever you choose as the arbitrator. Included in this document are sworn affidavits from relevant persons involved in the election process that were physically present at the convention. I have also attached a statement of facts and legal argument, along with documentation, that proves I am the legitimately elected chairman of the NYCRSC. My legal argument is very strong and makes it clear that NY law, the NYCRSC Bylaws, and Robert’s Rules of Order make it very clear that emailing in votes is illegal. I would ask that you agree upon a set form of procedure with the arbitrator in order to ensure a fair process. I also ask that any documents my opponent sends to you and the arbitrator also be CCed to me, as I have done to him in this email. I also request oral argument with the arbitrator within the next 30 calendar days, taking place within the City of New York. I also reserve the right to send further documents, including expert reports from legal and parliamentary experts. I explicitly promise that I will abide by the arbitrator’s decision as final and hope and demand that Mr. Meyer do the same. I look forward to resolving this matter in a fair, equitable and most importantly, final manner. Sincerely, _________________________ Michael Ventre

2

Table of Contents Introduction ................................................................................................................ 1

Documents.................................................................................................................. 2

Statement of Facts ...................................................................................................... 3

Argument.................................................................................................................... 8

MICHAEL VENTRE SHOULD BE DECLARED CHAIRMAN OF NYCRSC BECAUSE HE OBTAINED A LEGAL MAJORITY OF ELIGIBLE CHAPTER VOTES ....................................................................................................................... 8

A. The NYCRSC Bylaws require a majority of those “present and voting” for any action to take place ........................................................................................... 8

B. Robert’s Rules bans absentee voting except when expressly provided for in the Bylaws of an organization ..............................................................................12

C. Even if Absentee voting was allowed, the proper procedures were not followed and the emails were tainted and previously viewed ..............................14

D. The NYCRSC Bylaws explicitly ban proxy voting at the Annual Convention ...............................................................................................................................16

E. Ordering a new election would be costly and unwarranted as a matter of law ...............................................................................................................................16

Conclusion ...............................................................................................................18

1

Introduction This matter arises out of a contested election for the chairmanship of the New York

College Republicans State Committee, Inc (“NYCRSC”). The NYCRSC is a member of the

College Republican National Committee (“CRNC”) and the NY Chair or his designee is entitled

to a seat on the CRNC National Board. After a spirited campaign, the NYCRSC met at its

annual convention at John Jay College in New York City to elect a new Chairman to replace

outgoing Chairwoman Sandra Amidon. Ms. Amidon arrived almost two hours late, forcing the

convention to start at 12:00 P.M rather than 10:00 A.M and creating issues with the room

reservation which expired at 2:00 P.M. At the convention, after contentious debate and voting

over procedures, a vote of those physically present was first taken, which Michael Ventre won 9-

7. Chairwoman Amidon then proceeded, to the protest of many members, to add “emailed”

votes that she had previously viewed to the total, creating a 10-10 tie, which she then “broke,” in

favor of Eric Meyer. Both parties agreed to submit the matter to an independent parliamentarian.

Despite this, Eric Meyer declared himself the winner, which led Mr. Ventre to do the same. Ms.

Amidon sent out an email where she declared Meyer the winner, backed up by unclear and

dubious “expert” opinions. In the aftermath, CRNC Chairman Zach Howell sent a letter

recommending and requiring arbitration, per his constitutional duty to be the sole judge of who is

recognized as a state chairman. While Mr. Meyer initially rejected this offer, he eventually

backtracked and agreed; Ms. Amidon also acknowledged that the chairmanship remains in

dispute.

The NYRCRSC Bylaws ban proxy voting at the annual convention. The NYCRSC is

also bound by the NY Not For Profit law, which requires all votes of the board to be of those

“present and voting,” and makes only an exception for continuous teleconference presence.

Otherwise, New York courts have ruled that votes consist only of those present and voting.

2

Robert’s Rules, adopted by the NYCRSC as a parliamentary authority, similarly bans absentee

voting unless explicitly authorized. Even if, for the sake of argument, email voting was allowed,

the proper procedures for an email vote were not explicitly stated in the Bylaws, as required by

Robert’s Rules. As a result, since Mr. Ventre’s 9-7 majority vote has not been challenged, and

since the email votes are themselves illegal, Michael Ventre should be recognized as the

legitimate state chairman from New York.

Documents New York College Republicans State Committee, Inc., Bylaws (Attached hereto as Exhibit A)

New York Not for Profit Corporation Law, §301 (Excerpted sections attached hereto as Exhibit B)

Video Recording of the NYCRSC State Board Meeting of Sunday, April 17, 2011 (Attached hereto in DVD form as Exhibit C, excerpted version also available online at http://nycrconvention.blip.tv/file/5053744/)1

College Republican National Committee Constitution (Excerpted sections attached hereto as Exhibit D )

Sworn Affidavit of Michael Ventre (Attached hereto as Exhibit E)

Sworn Affidavit of Marko Kepi (Attached hereto as Exhibit F)

Sworn Affidavit of Christopher Catt (Attached hereto as Exhibit G)

Sworn Affidavit of Travis Nemmer (Attached hereto as Exhibit H)

Sworn Affidavit of Yvanne Rinchere (Attached hereto as Exhibit I).

April 19, 2011 Email from Chairwoman Sandra Amidon (Attached hereto as Exhibit J)

April 22, 2011 Email from Chairwoman Sandra Amidon (Attached hereto as Exhibit K)

1 Note: all references to specific timestamps in the video refer to the physical DVD version. The online version only

contains the actual voting procedures due to online space limitations. A hard copy of the DVD will be delivered to

the CRNC National offices as soon as possible.

3

Statement of Facts The New York College Republicans State Committee (“NYCRSC”), Inc., is the official

organization representing the College Republicans of the state of New York. It is organized

under New York law as a Not-For-Profit corporation, with Officers who constitute an Executive

Committee and individual College Republican Chapter Chairs from certain New York colleges

and universities, who serve as members of the Board of Directors (Exhibit A at 1, 3). The

NYCRSC operates under a set of Bylaws, attached hereto as Exhibit A, and is also bound by the

New York Not For Profit corporation law. The NYCRSC Bylaws also adopt Robert’s Rules as a

binding authority in all of its meetings (Exhibit A at 11). The NYCRSC is a member of the

College Republican National Committee, a group organized under § 527 of the I.R.S tax code

that is based in Washington, D.C (Exhibit D). Every year, the NYCRSC holds annual elections

at a state board meeting, as required by § 703 of the Not For Profit Corporation law, to determine

the officers for the following year. The state board elects a Chairman, Co-Chairman, Treasurer

and Secretary, while the seven regions elect their own vice-chairmen, who also serve as members

of the executive board (Exhibit A at 5). At the time of the convention, Sandra Amidon served as

Chairwoman, Kyle Collins served as Co-Chairman, Christopher Catt served as Secretary, and the

Treasurer spot remained unfilled (Exhibit E at ¶4)(Exhibit G at ¶1).

A vigorous and spirited election campaign ensued, and on April 1, Michael Silverstein,

the former candidate for chairman, asked Michael Ventre to run in his stead (Exhibit E at ¶ 3).

His opponent was Eric Meyer, who attends the University of Rochester (Id. at ¶4). Leading up to

the convention itself, it became clear, as evidenced by an email, that current Chairwoman

Amidon and Mr. Meyer’s campaign were working together towards his election as Chairman

(Exhibit E at ¶ 4).

4

The convention took place on Sunday, April 17, 2011, on the campus of John Jay

College, New York, NY. The agreed upon starting time was 10:00AM, because the room had to

be vacated before 2:00 P.M or the chapter could face fines. Despite knowledge of this,

Chairwoman Amidon arrived almost two hours late, forcing the convention to begin at 12:00

P.M (Exhibit F, ¶3-4). There was an initial dispute over the constitutionality of the candidacy of

Mr. Catt, whom a “credentialing committee,” ruled was not eligible. Catt decided to withdraw

rather than deal with a floor vote and was replaced by Matt Wimpelberg (DVD: NYCRSC

Convention Record at 5:30 (on file as Exhibit C)).

Before the convention began, some members also discussed voting by secret ballot and

absentee. In particular, Mr. Meyer said he was “totally for” secret ballot voting procedures to be

used (Id. at 17:25). He also indicated to Mr. Ventre that he knew how one of the absentee

chapters was going to vote via email, highlighting his possible knowledge of the content of the

email votes before they were presented at convention (Exhibit E at ¶12).

After the meeting was gaveled in, Travs Nemmer appealed the chair’s decision (at this

point co-chairman Kyle Collins was presiding) to vote by secret ballot. Mr. Meyer expressed

frustration with the parliamentary procedure and said, “I think you as the chairs need to take it in

and vote and get this damm thing over with.” (Id. at 21:30). Debate ensued and the state board

voted 9-7 in a roll call vote to overrule the ruling of the chair and to use regular roll call voting

(Exhbit H at ¶4). It is also important to note that no party, during the proceedings of the

convention, challenged the right or credentials of any physically present chapters to vote.

Debate then proceeded to allowing the votes of absent chapters. Kyle Collins claimed

that one rationale for absentee ballot was that the Yeshiva chapter was not present because of the

Jewish holiday of Passover. It is important to note that the holiday of Passover actually began on

5

Monday night at sunset (The Passover Calendar, Chabad Website (2011)

http://www.chabad.org/holidays/passover/pesach_cdo/aid/1723/jewish/Passover-Calendar.htm).

Mr. Nemmer said that “only schools that are physically present can vote,” and proceeded to

clearly identify provisions in the NYCRSC Bylaws relating to absentee voting being banned to

the meeting(DVD at 33:30). Mr. Meyer expressed that the matter could not even be voted upon

(DVD at 32:30). Other chapters that supported Mr. Meyer expressed frustration at Ventre and

his supporter’s efforts to stop absentee voting (Exhibit C at 34-35). Mr. Nemmer made a point

of order, and Kyle Collins, still acting as chair, then ruled that “any motion to count the votes by

email would require changing the Constitution (Exhibit H at ¶5).” This decision was not

appealed by anyone.

At this point the meeting became chaotic and eventually Ms. Amidon stated that vote

would be taken by secret ballot and email votes would be counted. After serious opposition and

“shouting around the room,” Ms. Amidon left the podium (Exhibit H at ¶6). A motion was made

to force Ms. Amidon to step down, the convention went into recess and a chaotic atmosphere

erupted. At this point, the John Jay chapter became concerned about being fined for using the

room beyond 2:00 P.M. Mr. Meyer said “then none of us are gonna vote,” (Exhibit C at 41:50)

(sic) if only votes of those physically present were used. In order to avoid chaos, a professor

suggested that a vote of those present and voting would be taken, along with an “email” vote.

Mr. Nemmer expressed opposition to this course of action due to the constitutional issues

involving email voting (Exhibit H at ¶7). Mr. Meyer also explicitly agreed, with Mr. Ventre, that

the election would be taken to a neutral, independent parliamentarian to decide the result

(Exhibit F at ¶ 5).

6

At no point did Mr. Ventre agree to this situation but was forced into it by the chaotic

circumstances of the convention. Yvvanne Rinchere presided over the vote because Ms. Amidon

was physically unable or willing to do so (Exhibit I at ¶4-5). An orderly vote was taken, and it

is an uncontested fact that Michael Ventre won 9 votes to Eric Meyer’s 7 chapters present and

voting (Exhibit I at ¶6-7, 11) (Exhibit F at ¶ 8). After this vote, the temporary chair announced

the result (DVD at 56:40). No one contested the results of this vote at the meeting.

The chair then proceeded to add the “email” votes of absent chapters. It was clear from

the email screen that all of the emails had already been opened and viewed by Chairwoman

Amidon before the voting took place. Additionally, some of the emails had been sent to her days

before the convention (Exhibit C at 48:00)(Exhibit E at ¶11). The Brockport chapter, for

instance, casted its “email” vote for Chris Catt, despite the fact that he was no longer even a

candidate for Co-Chairmanship (Exhibit C at 47:23), and these votes were “transferred” over to

Matt Wimpelberg. (Id. at 48:59). These email votes were added to the total and a new vote was

not taken place, despite the fact that the previous round of voting had ended. The addition of the

email votes created a tie, and Chairwoman Amidon used her tie-breaking vote for Eric Meyer,

though her use of it was not clearly audible and she did not follow the constitutional procedures

to announce a tie (Exhibit A at 3). Chairwoman Amidon announced Eric Meyer as the winner of

that “round” of voting (Exhibit E at ¶10).

In adittion to the Chairman, the Co-Chairman vote was equally contested, for the same

reasons as above. However, David Perrotto was elected as the Long Island Vice Chair, John

Weiglein as the NYC Vice Chair, Riley O’Brien as the Capitol Vice Chair, Nick Staiano as the

Central Vice Chair, Travis Nemmer as the Western Vice Chair, Sonia Kups as the Secretary, and

Mike Gormley as the Treasurer. The election of these officers is not contested by any party. The

7

meeting adjourned and all members had to leave because the room reservation had expired,

putting the John Jay chapter at risk of disciplinary action (Exhibit E at ¶14).

In the aftermath of the election, Eric Meyer, despite his earlier assurances of submitting

the matter to a parliamentarian, declared himself victor (Exhibit E at ¶15). He posted a video in

which he claimed his victory was clear, and has asserted control over the NYCRSC Facebook

group. Michael Ventre, after learning of Mr. Meyer’s actions, and after consultation about the

significant of “present and voting,” matter, declared victory as well (Exhibit E at ¶15). On

Monday, April 18th, Chairman Howell sent both candidates a letter, offering to settle the matter

by arbitration (Exhibit E at ¶17). On Tuesday, April 19, 2011, Chairwoman Amidon sent out an

email (see Exhibit J) where she claimed to have consulted “various professionals,” and outlined

why she believed Robert’s Rules supported her formal announcement of Eric Meyer was the

victor (Exhibit J). The Chairwoman specifically deleted a relevant portion of Robert’s Rules that

ran contrary to her position.

In the aftermath of this decision, Chairman Howell sent both candidates a letter clarifying

that arbitration was the only manner in which he would consider this situation resolved (Exhibit

E at ¶19). Mr. Meyer called Mr. Ventre, and Mr. Meyer refused to agree to arbitration or any

other sort of agreement. Subsequently, a few hours later, Mr. Meyer changed his mind and

agreed to an arbiter, while also admitting that his election may not have been legitimate (Id. at

19). On April 22, Chairwoman Amidon then sent out another email in which she reversed her

position and stated that “a Chairman and Co-Chairman have yet to be determined (Exhibit J at

1).”

8

Argument In this matter, Michael Ventre requests that the College Republican National Committee

Chairman, Zach Howell, determine whether Michael Ventre or Eric Meyer is the legitimate

chairman of the NYCRSC. Michael Ventre received a majority of legal votes at the NYCRSC

Convention, and the addition of absentee or “emailed” votes violates the NYCRSC Bylaws,

Robert’s Rules of Order, and the laws of the State of New York.

The CRNC Constitution, Article Four, Section Three, Subsection One, Clause l, states

that the Chairman shall have the power and authority to “to recognize state federations and state

chairmen as provided in Article Two, Section Three.” Article Two Section Three states that

“Recognition by the National Chairman shall be determinative. (Exhibit D). It is thus undisputed

that the National Chairman is the sole and final authority to determine who the proper state

chairman is from each Federation for the purposes of seating him or her on the National Board.

MICHAEL VENTRE SHOULD BE DECLARED CHAIRMAN OF NYCRSC

BECAUSE HE OBTAINED A LEGAL MAJORITY OF ELIGIBLE CHAPTER

VOTES

A. The NYCRSC Bylaws require a majority of those “present and voting” for

any action to take place Article V, Section 8 of the NYCRSC Bylaws states explicitly that “no matter may be

decided upon by the State Board, except by majority of those present and allowed to vote, unless

otherwise required by specific provision of this Constitution. (Exhibit A at 4).” The second

sentence in this provision relates to situations where a vote greater than a majority is required

9

and is not relevant to this analysis.2 The Bylaws also adopt Robert’s Rules of Order, 10th edition,

as a governing document (see point B below for a RR analysis).

New York Courts have interpreted the Bylaws of corporations strictly because, "A by-law

of a corporation has all the force of a statute, and is as binding upon the company and its

members as any public law of the state." (Timolat v S. J. Held Co., 17 Misc 556, 557 [Sup Ct,

App Term 1896].) Thus, courts have applied the rules of statutory construction when interpreting

a not-for-profit corporation's bylaws. (See Fe Bland v Two Trees Mgt. Co., 66 NY2d 556, 564

[1985], citing McKinney's Cons Laws of NY, Book 1, Statutes §§ 97, 240).

Thus, the Bylaws of the NYCRSC should be interpreted as would a statute, drawing the

common and plain meaning from them. In this case, the Bylaws are an incorporation document,

and the language of this particular clause closely follows the New York Not for Profit Law (NY-

NPL). The NPL is binding upon this organization as the New York law controlling and

regulating the organization. The NPL states that “d) Except as otherwise provided in this

chapter, the vote of a majority of the directors present at the time of the vote, if a quorum is

present at such time, shall be the act of the board. N.Y. Not-for-Profit Corp. Law § 708

(McKinney). The only exception made to this rule is for telephone meetings, where it allows

members to be considered present if they participate “by means of a conference telephone or

similar communications equipment allowing all persons participating in the meeting to hear

each other at the same time.” Id. Following the New York standard of statutory interpretation

of laws, the canon of “expressio unius est exclusio alterius (the express mention of one thing

excludes all others),” is applicable in this situation, because the law only makes exception for a

telephone conference presence. It is clear that the “email” system does not allow members to 2 No situation arose at convention or otherwise where a constitutional amendment or anything requiring a 2/3

vote was needed.

10

hear each other at the same time. Indeed, the inclusion of the word “hear” means that email can

never be permissible under § 708c because it lacks a continuous audio component. By failing to

include other methods, they are explicitly banned and thus email voting cannot be authorized by

the NPL, even if the NYCRSC Bylaws had such a provision.

New York Courts have addressed this exact issue in a case involving a Not-For-Profit

corporation vote and found that “since the Constitution contains no provision that authorizes

participation by conference telephone ( see Not-for-Profit Corporation Law § 708[c] ), any

teleconference votes were not cast in accordance with the law as set forth in Not-for-Profit

Corporation Law § 708(b). Therefore, only the votes of the directors present at the meeting

can be counted towards a majority vote present. In re Religious Corporations & Ass'n.

Divestment of Prop., 2 Misc. 3d 1003(A), 784 N.Y.S.2d 923 (N.Y. Sup. Ct. 2003) (emphasis

added).3

Indeed, it is clear that both the plain and statutory meaning of “present and voting”

precludes the use of pre-recorded email votes. The NYCRSC Bylaws make it clear that only

those “present” can vote on any matter. There is no ambiguity about the meaning of this term,

and it was made clear in In re Religious Corporations that absent a provision that allows for

continuous telephone presence, only those physically present at a meeting can vote, per both an

organization’s Bylaws and the NPL. Indeed, the phrase “present at the time of the vote,” implies

physical presence in both space and time that can never be established by email. Email votes are

not contemplated in the language of either document, and since they do not and cannot establish

a continuous presence, as some emails were sent up to a week in advance (Exhibit E at ¶11).

Additionally, while banned in the NYCRSC Bylaws, the fact that the NPL provides for proxies 3 The NYCRSC Bylaws provide that quorum is only 10% of those members entitled to vote (Exhibit A at 4), and thus

even without email votes, quorum is still met and actions of the NYCRSC are still valid.

11

establishes that there is only one other possible method one could use to vote when absent –

specifically transferring his vote to a present member. This very fact further precludes the

possibility that the NPL is designed to allow for email voting – as proxy voting would not be

necessary if votes could simply be emailed in. Further, the fact that the NYCRSC Bylaws

explicitly ban proxy voting implies that the Bylaws prohibit voting by any other method where a

member is not physically present. This follows the statutory interpretation canon of In pari

materia ("upon the same matter or subject"), which states that when a statute is unclear or

ambiguous on something, its meaning may be determined in light of other clauses on the same

subject matter. In this case, since the Bylaws are silent on email voting, but ban proxy voting,

which is similar in both practice and purpose, absentee email voting should also be banned.

Thus, the only legal vote that took place involved those present and voting, and it is

uncontested that Michael Ventre won that vote 9 to 7. It is clear in the video that 16 clubs were

present at the meeting, and while the email votes were added in, this was done only to prevent

“chaos,” with the other side threatening to disrupt the convention (Exhibit H at ¶7). It is clear

then, that the addition of email votes to the count was a violation both of New York law as well

as the NYCRSC Bylaws. NY Courts dealt with an almost identical similar, where proxy votes

were used in an election, despite their being banned in the Bylaws of an organization. The

Supreme Court simply “disallowed the proxy vote,” and certified a winner in the election.

Matter of Kachic, 98 A.D.2d 965, 965, 470 N.Y.S.2d 60, 60 (N.Y. App. Div. 1983). It is clear

then, that when illegal votes are added to a total, they can and should be thrown out and

disallowed if they violate the Bylaws.

Even if Mr. Meyer argued that Mr. Ventre somehow agreed to the email voting (it is

sworn that he did not), a mere agreement is insufficient to trump the Bylaws or a state law.

12

Indeed, a mere agreement cannot violate the NPL if “a by-laws provision that is inconsistent with

the Not For Profit Corporation Law is void and unenforceable. See, e.g., Blanc v. Windham

Mountain Club, Inc., 115 Misc.2d 404, 454 N.Y.S.2d 383 (Sup.Ct. N.Y. Cty.1982), aff'd, 92

A.D.2d 529, 459 N.Y.S.2d 447 (1st Dept.1983) (by-laws provision that is in conflict with state

law is void and unenforceable); McKinney's Practice Commentary, Not For Profit Corporation

Law § 602 (“[b]y-laws may not contain a provision which is inconsistent with the N-PCL”).

Sealey v. Am. Soc. of Hypertension, Inc., 10 Misc. 3d 572, 574-75, 809 N.Y.S.2d 421, 423

(N.Y. Sup. Ct. 2005) aff'd, 26 A.D.3d 254, 810 N.Y.S.2d 48 (N.Y. App. Div. 2006). It is evident

then that state law trumps both the Bylaws, and any supposed agreement that the parties could

have come to.

Allowing those not present to vote violates the law and subverts the very principle of a

deliberative, corporate assembly. Absentee voting can “diminish attendance, and transfers an

inalienable right to another without positive assurance that the vote has not been manipulated

(Riddick & Butcher (1985). Riddick's Rules of Procedure, p. 155–156).” As a result, the

addition of votes should be found to be ultra-vires, null and void, and of no effect. It should be

found, then, that the only legal vote of those present and voting should be upheld and Michael

Ventre should be found to be the Chairman and CRNC Board member representing the NY

College Republicans.

B. Robert’s Rules bans absentee voting except when expressly provided for in

the Bylaws of an organization The NYCRSC Bylaws state, in Section IX, Section1, that “In all cases not expressly

provided for in this Constitution, all meetings of this entity shall be conducted according to

Robert’s Rules of Order, Newly Revised (10th Ed., 2000) where applicable, and further, to

13

common parliamentary practice. (Exhibit A at 11). As a result, Robert’s Rules of Order shall, in

situations where the Bylaws are unclear, serve as the binding governing document, enforceable

by New York Courts. Posner v. Bronx County Medical Soc., 19 A.D.2d 89, 241 N.Y.S.2d 540

(1st Dep't 1963), order aff'd without opinion, 13 N.Y.2d 1004, 245 N.Y.S.2d 393, 195 N.E.2d 59

(1963).

Robert’s Rules makes it clear that “"It is a fundamental principle of parliamentary law

that the right to vote is limited to the members of an organization who are actually present at the

time the vote is taken in a legal meeting...Exceptions to this rule must be expressly stated in

the bylaws. Such possible exceptions include: (a) voting by postal or electronic mail, or

facsimile transmission (fax), and (b) proxy voting." (Robert’s Rules of Order, 10th Edition

(2000), at 408). It is also clear that

“Rules which embody fundamental principles of parliamentary law...cannot be suspended. As a further example, since it is a fundamental principle of parliamentary law that the right to vote is limited to the members of an organization who are actually present at the time the vote is taken in a legal meeting (p. 408), the rules cannot be suspended so as to give the right to vote to a nonmember, or to authorize absentee (pp. 408-409) or cumulative (p. 429) voting, even by a unanimous vote.” (id. at 529) (emphasis added). Furthermore, when a vote is taken that violates the Bylaws or Robert’s Rules itself, “No motion

is in order that conflicts with the laws of the nation, or state, or with the assembly's constitution

or by-laws, and if such a motion is adopted, even by a unanimous vote, it is null and void (Id.).

Therefore, it is clear that Robert’s Rules specifically banned absentee voting at the

NYCRSC convention. Even leaving aside the issue of NY law, Robert’s Rules itself, as enforced

by the Bylaws, Robert’s Rules makes it patently clear that absent a provision in the Bylaws

authorizing a specific form of absentee voting, “no member can vote except in person.” As has

been previously argued above, only the first vote, which Michael Ventre won, consisted solely of

votes of those physically present. As a result, the addition of email votes to the total, per

14

Robert’s Rules, is “null and void,” and was therefore not adopted, by a parliamentary standpoint.

Robert’s Rules makes it clear that the general rule is that only physical votes are allowed, and

exceptions to the rule must be “expressly” stated in the Bylaws. They were not.

Even if there was a supposed agreement to suspend this rule, Robert’s Rules makes it

clear that this agreement would be out of order regardless, since no vote or agreement can

suspend a fundamental rule and allow absentee voting (Robert’s Rules, 408). The arbiter should

therefore find that Robert’s Rules do not allow email or absentee voting. As a result, the only

valid and not void vote was the 9-7 majority in favor of Mr. Ventre. As such, Michael Ventre

should be declared the rightful chairman of the NYCRSC and be entitled to a seat on the CRNC

National Board.

C. Even if Absentee voting was allowed, the proper procedures were not

followed and the emails were tainted and previously viewed Even if Meyer could prevail on the argument that absentee voting was allowed, the votes

were still invalid because they failed to follow the proper procedures laid out in Robert’s Rules.

Even if absentee voting were allowed in this situation, Robert’s Rules requires the specific

procedures to be stated in the Bylaws. Robert’s Rules allows voting by proxy and by other

methods such as mail or email. Proxy voting is banned (see below), and mail voting must be

conducted according to specific procedures. "If it is desired to elect by mail, by plurality vote,

by preferential voting, or by cumulative voting, this must be expressly stated [in the bylaws], and

necessary details of the procedure should be prescribed (Robert’s Rules, 408). In particular, mail

voting can either not be used, or be used for all members (“A printed copy…is mailed to every

member (Id.).” It also requires that the mailed envelope be sealed and internally signed so that it

can be verified as a legal vote (Id.).”

15

Again, since the emailed votes were clearly already opened on Chairwoman Amidon’s

email account, and were not verifiable with a signature or uniquely identifiable information, they

would fail to comply with Robert’s Rules (DVD: NYCRSC Convention Record at

48:00)(Exhibit E at ¶11). Furthermore, there is clear evidence that Mr. Meyer, in fact, knew of

the contents of these emails before convention began. In the video, Mr. Meyer, in a conversation

before the “email vote” took place, indicated that he knew how Brockport voted via email:

Eric Meyer: I believe Brockport submitted their vote to you Travis Nemmer: Why are you looking at their votes? Michael Ventre: Yeah, really. How do you know…Eric how do you know how Brockport voted? Travis: This is why we can’t have email voting. DVD: NYCRSC Convention Record at 42:15 (on file as Exhibit C)

This evidence is combined with the fact that the Gmail account screen clearly indicates

that Chairwoman Amidon had previously opened the emails before convention and thus knew of

their contents without reporting it to any other members of the state board (Id. at 48:00). It is

evident that the email votes are at best highly suspect and at worst, part of a calculated plan by

Chairwoman Amidon and Mr. Meyer to “win” the election at all costs for Mr. Meyer

Proxy voting, the other method, is explicitly banned by the Bylaws and in any even in

Robert’s Rules, proxy requires power of attorney which no party has alleged was ever given.

The NYCRSC Bylaws also require that “the proxy must be signed and dated by the president of

the member club and must be submitted during the quorum call to the Secretary at the beginning

of the meeting. (Exhibit A at 2).” No party alleges that this occurred and proxy voting is

nonetheless banned by the Bylaws anyway.

Most importantly, the Bylaws have no method describing the procedures for an email

vote, and thus under Robert’s Rules, an email vote would be out of order since Robert’s Rules

itself contains no email vote guidelines. In sum, even assuming arguendo, that email voting

16

were authorized, the proper procedures were not specified in the Bylaws, nor were even the

recommended procedures for allowing it in the Bylaws, as specified by Robert’s Rules followed.

Even more, the votes may have been part of some sort of pre-calculated plan to overcome Mr.

Meyer’s lack of a majority of those physically present. As a result, these email votes should be

considered to be invalid, of no effect, and Michael Ventre should be ruled to be the legitimate

Chairman.

D. The NYCRSC Bylaws explicitly ban proxy voting at the Annual Convention Further, since the NYCRSC Bylaws also prohibit proxy voting, one cannot argue that the

emailed votes were proxy instructions to other delegates. While the NYCRSC Chairwoman

Amidon acknowledges that proxy voting was banned, it is still important to address the issue of

proxy voting. Section 609(a) of the Not-for-Profit Corporation Law provides that “every

member is entitled to vote by proxy except as otherwise provided in the certificate of

incorporation or the bylaws. (NPL, § 609(a)). This authorizes organizations to ban proxy

voting in their Bylaws, and Article III, Section 4 of the NYCRSC Bylaws states that “There shall

be no proxy voting at the annual convention (Exhibit A at 2).” Therefore, it is impossible to

argue that the emailed votes were proxied to another member, since the Bylaws expressly ban

this from occurring.

E. Ordering a new election would be costly and unwarranted as a matter of

law The ordering of a new election would create more problems than it would solve. Many

of the member schools have a multi-hour drive, and the trip, hotel rooms, and the renting out of

sufficient space is prohibitively expensive. The first election cost the host chapter, John Jay

College in excess of $1,000 in incidental expenses (Exhibit G at ¶9). In addition, as evidenced

by the schools were delegates are from, many would be required to undertake trips in excess of 5

17

hours to come to NYC for a convention. As the position of Chairman is unclear, selecting the

presiding officer would create legal and practical difficulties as well.

Significantly, neither party contests the election of numerous other executive officers;

thus there are no allegations of fraud in the general electoral process. Since the only dispute is

over a purely procedural violation of the rules, ordering a new election would be a

disproportionate response and would discount the legal election of Michael Ventre. It would

also create serious financial and other burdens that would unfairly prejudice both parties in this

action, as well as the numerous College Republican chapters in New York.

The NY Courts have addressed this very issue in Kachic, where the Appellate Division

declared a winner, rather than order a new election because

“By adding the phrase “to take such other action” the Legislature has given the courts power to determine the outcome of an election when appropriate and the votes may be calculated. (see Matter of Clarke, Inc., 186 App.Div. 216, 174 N.Y.S. 314; 3 White, New York Corporations [13th Ed] Section 619.03 [3]). (emphasis added).”

Kachic, 98 A.D.2d 965 at 965. In this case too, then, the arbiter should follow the facts and the

law and certify that Michael Ventre is the legitimate chairman after the illegal email votes have

been discounted. At the convention, neither Mr. Meyer nor any of his supporters contested the

veracity or validity of the vote of those physically present. When offered a chance to amend the

Bylaws to allow email voting, they similarly failed to do so. In contrast, Mr. Ventre and his

supporters repeatedly pointed out the illegality of the email voting and undertook every possible

parliamentary procedure to stop it.

It is extremely clear, then, that a majority of those present and voting cast their votes for

Michael Ventre, and neither party disputes the veracity of this vote. It is abundantly clear that

the second “email” vote was ultra-vires and therefore of no consequence.

18

Conclusion This matter requires the arbiter to determine issues of fact and law, in order to determine

who the legitimate chairman of the NYCRSC is, for the purposes of being seated on the CRNC

National Board. The material issues of fact in this case, though, are largely uncontested. Neither

party disputes the 9-7 vote of those physically present in favor of Michael Ventre. The burden

then, falls upon Mr. Meyer to prove that the email vote was valid. He cannot prove this burden,

though, because as has been made explicitly clear, NY law, the NYCRSC Bylaws, and Robert’s

Rules of Order are all in direct conflict with his position. The entire concept of an email vote in

such an environment runs contrary to the principles of parliamentary decorum and corporate

society. The NYRCSC is not a simple voluntary organization, but a Not-for-Profit corporation

organized under New York law. As such, it must stringently follow its own rules and relevant

NY law. This Chairowman Amidon failed to do by illegally adding email votes to the vote total.

Recognizing Mr. Meyer as chairman would require the NYCRSC to accept a clear and direct

violation of its own Bylaws and New York state law. Since no party has challenged the only

legal vote that took place which elected Mr. Ventre as chair; the arbiter should find that he is the

legitimate chairman of the NYCRSC and that Mr. Meyer’s claims have no basis in law or fact.

EXHIBIT A New York College Republicans State Committee, Inc.,

Bylaws

1

CONSTITUTION AND BY-LAWS

OF

THE NEW YORK COLLEGE REPUBLICANS STATE COMMITTEE, INCORPORATED

ARTICLE I-NAME AND PURPOSE

SECTION 1: This entity shall be known as The New York College Republicans State Committee, Incorporated.

SECTION 2: The Purpose of this entity shall be:

• To promote the principles of the Republican Party on college campuses within the great state of New York.

• To aid in the election of Republican candidates at all levels of government.

• To encourage and assist in the organization of an active and functional College Republican chapter on each college campus in the state of New York.

• To develop political skills and leadership abilities among Republican students as preparation for future service to their respective communities and the Republican Party.

• To coordinate activities with the New York Republican State Committee and individual local communities.

ARTICLE II-MEMBERSHIP

SECTION 1: A Regular Member of this entity shall be defined as meeting ALL of the following requirements:

• The Club must be a College Republican Club within the borders of the state of New York.

• The Club must be officially recognized by the University or College in which it has been formed.

2

• The Club must have ordained and established a written constitution officially recognized by the University or College in which it has been formed.

• The Club must have at least (10) Active Members. (An Active Member shall be defined by each individual club constitution)

SECTION 2: A Super Member shall have all the requirements of a Regular Member, except it shall require at least four-hundred (400) members.

SECTION 3: The determination of whether a club meets the minimum requirement shall ultimately be made by the existing membership at the annual meeting of the State Board.

SECTION 4: Any member club which is a recognized member while entering the annual convention, shall be given full faith and credit towards membership, unless they are in arrears, or have been removed.

ARTICLE III-VOTING AT STATE BOARD MEETINGS

SECTION 1: Only members in good standing shall be entitled to vote.

• A Regular Member shall be entitled to two (2) votes.

• A Super Member shall be entitled to three (3) votes.

SECTION 2: The president of each member club shall have the authority to delegate their vote to themselves or to any other Active Member of their club for a period no longer than eleven (11) months. This selection shall not be construed as to interpret term limits. Once a State Board meeting has been called to order, the president may not revoke the delegates authority until the meeting is adjourned unless a vote by two-thirds (2/3) of the State Board present and voting shall agree.

SECTION 3: The smallest vote a delegate shall cast shall be no smaller than one-half (1/2).

SECTION 4: Proxy voting.

• There shall be no proxy voting at the annual convention.

• No member school shall vote more than two (2) proxies at one meeting.

• The proxy must be signed and dated by the president of the member club and must be submitted during the quorum call to the Secretary at the beginning of the meeting.

• All proxies shall expire within eleven (11) months from date of issuance.

3

• All proxies shall be revocable proxies.

SECTION 5: All executive board members shall be non-voting ex-officio members, except in the case of a tie vote by the State Board. In the case of a tie vote of a tie vote of the State Board, the following procedures will be followed:

• The presiding officer of the State Board shall announce a tie vote.

• The presiding officer of the State Board shall ask, “Does anyone wish to change their vote?”

• If there is still a tie vote, the Chairman of the Executive Board shall cast the deciding vote.

ARTICLE IV-DUES, FEES, AND ASSESSMENTS

SECTION 1: A member shall be considered in arrears if they have not paid their dues, fee, and assessments immediately after the annual convention has been called to order.

SECTION 2: A member shall not be entitled to a vote or be considered in quorum if they are in arrears. This member is to be deemed not in good standing.

SECTION 3: Dues, Fees, and Assessments shall be charged to each member by the amount of votes they are entitled to in Article III of this Constitution.

SECTION 4: The Executive Board shall have the powers to raise dues and fees, but those dues and fees shall not be increased by more than five (5) United States Dollars annually without the approval of the majority of the State Board voting and present.

SECTION 5: By a two-thirds (2/3) vote of the State Board voting and present, the State Board shall have the sole authority to raise assessments.

ARTICLE V-BOARD OF DIRECTORS (STATE BOARD)

SECTION 1: The Board of Directors shall be known as the State Board.

SECTION 2: The State Board shall consist of, all duly appointed delegates of member clubs who are not in arrears, and the officers of this entity.

SECTION 3: Voting rights shall be determined by Article III of this Constitution.

SECTION 4: The State Board shall meet at least once (1) every year as defined in Article VII of this Constitution.

4

SECTION 5: At all meetings of the State Board, a quorum for transaction of business shall consist of at least ten (10) percent members in good standing and entitled to vote.

SECTION 6: Special meetings of the State Board shall be called in one of the following manners:

• Upon the presentation to the Chairman, or any other officer, of a written, dated, petition bearing the signatures of at least one-third (1/3) of the Executive Board. Said petition shall state the issue(s) to be addressed at the special meeting. Within seven (7) days after receipt by the Chairman, or any other officer, of the petition as aforesaid, a special meeting of the Executive Board shall be held. The purpose of the meeting shall be consideration of the issue(s) raised in the petition. In the event the petitioners, comprising one-third (1/3) of the Executive Board, decline to withdrawal their petition of this special meeting, the Chairman shall call a special meeting of the State Board. The special meeting of the State Board shall be held within fourteen to twenty-one (14-21) days immediately following the special meeting of the Executive Board.

• Upon the presentation to the Chairman, or any other officer, of a written, dated, petition subscribed by ten percent (10%) of the voting members of the State Board. Said petition shall state the issue(s) to be addressed at the special meeting. Upon receipt of the petition, the Chairman or other Officers shall call a special meeting of the State Board, which shall be held within fourteen to twenty-one (14-21) days immediately following the receipt of the petition.

SECTION 7: The location of a special meeting of the State Board shall not be in the same region as the last meeting of the State Board. For this section only, the region shall be determined based on where the county currently sits based on a fully adopted redistricting plan.

SECTION 8: No matter may be decided upon by the State Board except by a majority vote of those present and entitled to vote, unless as otherwise required by a specific provision of this Constitution.

SECTION 9: The State Board shall have the sole authority in redistricting of regions. Redistricting shall be done once (1) in every year that ends in a five (5) or a zero (0) by a majority of the State Board present and voting, or by two-thirds (2/3) of the State Board present and voting at all other times. Redistricting must meet the following requirements:

• There shall be no less than five (5) and no more than ten (10) regions.

• The lines for the regions must conform to county lines.

• The regions shall be made up of continuous counties.

5

• And the regions shall be no less than five (5) and no more than fifteen (15) counties. A region located south of the Westchester/Bronx board does not need to comply with said rule.

SECTION 10: The State Board shall be responsible for approving al expenditures and all undertakings of financial obligation which are not specified in the approved annual budget, except as proved for in Article VIII, Section 4.

ARTICLE VI-OFFICERS (EXECUTIVE BOARD)

SECTION 1: The collective Officers shall be known as the Executive Board.

SECTION 2: The Executive Board shall be comprised of the following persons:

• One (1) Chairman

• One (1) Co-Chairman

• One (1) Secretary

• One (1) Treasurer

• Numerous Regional Vice-Chairman

• Every Region shall have one (1) Vice-Chairman

• The Regions shall be determined by the State Board as per Article V, Section 9 of this Constitution.

SECTION 3: All officers shall have one (1) vote on the executive board and their term shall end at the adjournment of the annual meeting of the State Board. Any officer may proxy their vote to any Active Member of any club that is a member in accordance of Article II of this constitution. All proxies shall expire within eleven (11) months from date of issuance. Only revocable proxies may be issued.

SECTION 4: Requirements of Officers:

• An officer must be a registered Republican with the state in which they are registered to vote for at least the one (1) preceding year, unless they were restricted to do so by their state laws.

• An officer must have been an Active Member of a member club no less than three hundred and sixty-five (365) days removed.

6

• Regional Vice-Chairman must have been an Active Member of a member club within the region in which they represent no less than three hundred and sixty-five (365) days removed.

SECTION 5: Election of Officers

• Election of Officers shall be held at the annual meeting of the State Board.

• Election of Officers shall occur in the following order and manner:

• The Chairman shall be elected by the State Board.

• The Co-Chairman shall be elected by the State Board.

• The Secretary shall be elected by the State Board.

• The Treasurer shall be elected by the State Board.

• The Numerous Regional Vice-Chairman shall be elected by their corresponding regional caucuses at the time of the regional caucus meetings.

SECTION 6: Upon the consent of the Executive Board, the Chairman may hire additional volunteers to help with the day-to-day business of this entity. Volunteers shall be non-voting, will not be counted in quorum, shall serve at the discretion of the Chairman, and shall not be present during any executive or secret session of the Executive Board, unless previously authorized by the Executive Board.

• The purpose of an executive or secret session shall be limited to which is required by New York State Law and wherever is essential to maintaining a persons’ character.

• No official votes may be taken during an executive or secret session.

SECTION 7: Vacancy of Officers:

• In the case of a vacancy of the office of the Chairman, the Co-Chairman shall become the Chairman pro-tempore, until the next special or annual meeting of the State Board which shall be held within fourteen to twenty-one (14-21) days after the vacancy. If the next meeting is a special meeting, then the Chairman pro-tempore shall become the Chairman and a new Co-Chairman shall be appointed by the old Co-Chairman and confirmed by the State Board. The appointed Co-Chairman shall not act in any official capacity until confirmed by the State Board.

7

• In the case of a vacancy of the office of the Co-Chairman, Secretary, or Treasurer, a special meeting of the State Board shall be held within fourteen to twenty-one (14-21) days after the vacancy. If the next meeting is a special meeting, then the officer shall be appointed by the Chairman and confirmed by the State Board. The appointed officer shall not act in any official capacity until confirmed by the State Board.

• In the case of a vacancy of one or more of the office(s) of Regional Vice-Chairman, a regional caucus meeting shall be held to elect a new Regional Vice-Chairman. Each region shall be responsible for calling a meeting of their caucus which shall be held within fourteen to twenty-one (14-21) days after the vacancy.

SECTION 8: Duties of Officers:

• The Chairman:

• Shall preside at all executive board meetings and at all State Board meetings;

• Shall together with the Treasurer sign all checks;

• Shall call special meetings of the Executive Board;

• Shall sign all legal documents;

• Shall make an annual report of the status of this entity at the Annual meeting of the State Board;

• And shall perform all other duties incident to the office.

• The Co-Chairman:

• Shall in the absence of the Chairman assume all duties and responsibilities of the Chairman;

• Shall in the absence of either the Treasurer or the Chairman, the Co-Chairman shall be authorized to sign checks together with another authorized Officer;

• Shall be the non-voting presiding officer of the Credentials Committee;

• And shall assist the Chairman as the Chairman shall see fit in any lawful manner.

• The Secretary:

• Shall keep the official record of the Executive Board and the State Board meetings;

8

• Shall make minutes available of all meetings within twenty-one (21) days to all the member clubs;

• Shall keep a register of all members and their current status and make such documents public to member clubs;

• And shall perform all other duties incident to the office.

• The Treasurer:

• Shall keep the official financial records of this entity;

• Shall deposit all monies in those banks designated by the Executive Board;

• Shall sign all checks together with the Chairman;

• Shall be charge of approved fundraising activity;

• Shall prepare a monthly financial report for the Executive Board;

• Shall prepare an annual financial report for the State Board;

• And shall perform all other duties as the office requires.

• The Regional Vice-Chairman:

• Shall be the presiding officer of their respective Regional Caucus meetings;

• Shall be responsible for representing the views of their respective region;

• And shall establish and develop member clubs in their respective region.

SECTION 9: No matter may be decided upon by the Executive Board except by a majority vote of those present and entitled to vote, unless as otherwise required by a specific provision of this Constitution and a quorum the Executive Board is present.

SECTION 10: Quorum shall be a majority of voting members of the Executive Board.

SECTION 11: Any officer of the Executive Board who is absent from three (3) consecutive regular meetings of the Executive Board, or any five (5) meetings within the term of office, shall automatically be removed from their officer position, unless such absence is excused by a two-thirds (2/3) vote of the Executive Board present and voting at the next regular meeting of the Executive Board.

9

SECTION 12: A regular meeting of the Executive Board shall be held monthly on fourteen (14) days written notice to the Executive Board unless each member of said Board, whether present at the meeting or not shall waive said notice in writing. The Executive Board may cancel for a cause a regular meeting of said by two-thirds (2/3) vote of those present and voting.

SECTION 13: Special meetings of the Executive Board may be called at the discretion of the Chairman and shall be called at the written request of one-third (1/3) of said board. Said requests must include the reason and purpose of the meeting. A special board meeting may only deal with the reasons and purposes for which the meeting has been called. In the event the Chairman fails to issue a call for a special meeting, once it has been properly requested, any other officer may do so. A special meeting shall be called on fourteen (14) days written notice to the Executive Board unless said notice is waived in writing by two-thirds (2/3) of said board.

SECTION 14: Rights and Powers of the Executive Board are as follows:

• To control revenue and property of this entity;

• To prepare and propose budgets;

• To authorize deposit funds of this entity in bank institutions and to invest the funds of this entity in securities which are authorized for the investment of trust funds by the laws of the State of New York;

• To determine the date, time, and location of the annual convention, within accordance of Article VII of this Constitution;

• And to take such other action, as shall in its best judgment, promote the welfare of this entity.

ARTICLE VII-THE ANNUAL CONVENTION

SECTION 1: This entity must hold on annual convention no earlier than February 1st and no later than April 30th of each year.

SECTION 2: The Executive Board must choose the date, time, and location with the following rules and restrictions:

• The date and location must be agreed upon on or before the Sunday following Thanksgiving;

• The convention bidding process must start no later than September 30th;

• The Executive Board must give a written reason for rejecting the rejected bids;

10

• And the Executive Board must chose members of the Annual Convention Committee as prescribed in Article VIII, Section 1, B of this Constitution.

SECTION 3: The annual convention must be a State Board meeting. The meeting shall be for the purpose of:

• Admitting new members;

• Adoption of redistricting (if necessary);

• Election of Officers;

• Election of Credentialing Committee members;

• Approval of the annual budget;

• And the disposition of all other business that may be set forth on the agenda.

ARTICLE VIII-COMMITTEES

SECTION 1: Standing Committees

• Credentialing Committee

• This committee shall be made up of one (1) Deputy Vice-Chairman from each region and the Co-Chairman of the Executive Board.

• A Deputy Vice-Chairman shall not be construed as an officer of this organization and shall not publicly hold him/herself out to be one.

a. Deputy Vice-Chairman shall be elected by their corresponding regional caucus at the Annual Convention.

b. Deputy Vice-Chairman must have been an Active Member of a member club within the region in which they represent no more than three hundred and sixty-five (365) days removed.

• In the case of a vacancy of a Deputy Vice-Chairman of said committee, a regional caucus meeting shall be held to elect a new Deputy Vice-Chairman. Each region shall be responsible for calling a meeting of their caucus which shall be held within fourteen to twenty-one (14-21) days after the vacancy.

11

• The Committee shall recommend the admission of new members and shall report all members whom no longer meet the minimum requirement for membership to the State Board at the annual meeting.

• In years where redistricting is necessary, the Credentialing Committee shall make recommendations to the State Board with their redistricting plan. The plan must meet the conditions Article V, Section 9 of this Constitution.

• Annual Convention Committee

• The Committee shall be made up of members proposed to the Executive Board during the bidding process for the Annual Convention.

• This Committee shall be responsible for organizing the day-to-day business of the Annual Convention.

SECTION 2: The Chairman, with the advice and consent of the Executive Board, shall create ad-hoc committees as may be deemed advisable.

SECTION 3: Each committee shall be responsible to report to the Executive and the State Board. No committee shall make any expenditure or undertake any financial obligation which is not specified in the approved annual budget or specifically authorized by the State Board, except for in the event of an unforeseen expenditure. The Chairman of the Executive Board may approve a one-time expenditure up to and not to exceed two hundred and fifty (250) United States Dollars at the discretion of the Chairman of the Executive Board.

SECTION IX-PARLIAMENTARY PROCEDURE

SECTION 1: In all cases not expressly provided for in this Constitution, all meetings of this entity shall be conducted according to Robert’s Rules of Order, Newly Revised (10th Ed., 2000) where applicable, and further, to common parliamentary practice.

SECTION 2: One-fifth (1/5) the members present and voting in any body of this entity may call a roll-call vote on any matter. The Secretary shall print the names along with the individual votes and an unofficial tally in the minutes.

ARTICLE X-RESIGNATIONS; LEAVE OF ABSENSE; REMOVAL

SECTION 1: The resignation of any member shall not relieve that member from the payment of any obligation due to this entity at the time of such resignation.

SECTION 2: Any member in good standing shall be entitled to a leave of absence upon application to the State Board. Such member on leave of absence may reapply for membership at any time thereafter pursuant to Article II, Section 3 of this constitution. Upon acceptance of

12

this application, such member shall be credited in full for any and all assessments paid prior to such leave of absence.

SECTION 3: Removal of a Delegate shall be the sole authority of the school he/she is delegating for.

SECTION 4: Removal of an Officer shall be accomplished through the standards set by New York State Not-For-Profit Corporate Law.

ARTICLE XI-AMENDMENTS

SECTION 1: A proposal to amend, modify, or suspend any one or more section of this Constitution or to introduce new provision thereto shall be presented to the Secretary of this entity in ONE of the following manners:

• By petition to the Executive Board signed by at least ten percent (10%) member clubs in good standing of this entity:

• A proposal submitted by petition must be submitted to the State Board with the recommendation of the Executive Board upon its merits.

• The Executive Board shall consider such proposed amendment(s) at its next meeting and within sixty (60) days after said meeting shall call a special (or annual) meeting of the State Board to consider and vote on said proposed amendment(s).

• By action of the Executive Board:

• A proposed amendment(s) from the Executive Board must be affirmed by a two-thirds (2/3) vote of the Executive Board present and voting in order to be submitted to the State Board.

• The Executive Board shall consider such proposed amendment(s) at its next meeting and within sixty (60) days after said meeting shall call a special (or annual) meeting of the State Board to consider and vote on said proposed amendment(s).

SECTION 2: Copies of the proposed amendment(s) shall be mailed to each member of the State Board along with the notice of the meeting at least fourteen (14) days prior to the regular or special State Board meeting.

SECTION 3: An affirmative vote of two-thirds (2/3) of the members of the State Board present and voting at a regular or special State Board meeting shall be necessary to adopt any amendment.

13

ARTICLE XII-INDEMNIFICATION

SECTION 1: The State Board shall indemnify any person who is, or is threatened to be made, a party to any legal proceeding, because he or she was a delegate, officer, employee, professional staff, or agent against expenses (including attorney’s fees), judgments, fines, and amounts paid in settlement (if approved by the State Board in advance) actually and reasonably believed to be in or not opposed to the best interests of this entity and with the respect to any criminal action or proceeding by judgment, order, settlement, conviction or upon a plea of nolo concontendere or its equivalent shall not, of itself, create a presumption that the person did not act in a manner which he/she is reasonably believed to be in or opposed to the best interests of this entity and, with the respect to any criminal action or proceeding, has reasonable cause to believe his/her conduct was unlawful.

SECTION 2: Any indemnification under Article XII, Section 1 (unless ordered by the court) shall be made by the State Board only as authorized in the specific case, upon determination that indemnification of the person is proper in the circumstance because he/she has met the applicable standards of conduct set forth in Article XII, Section 1. Such determination shall be made:

• By the Executive Board by a majority vote of quorum consisting of officers who were not parties to such action, suit or proceeding; or, if no quorum can be reached;

• By the affirmative vote of a majority of the members of the State Board, excluding those who are parties to the action, at a duly constituted meeting.

SECTION 3: Expenses incurred in defending a civil or criminal action, suit, or proceeding shall be paid by this entity in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking (with sufficient security, if required) by or on behalf of the indemnified person to repay such if it shall ultimately be determined that he/she is not entitled to be indemnified by this entity as authorized in this article.

SECTION 4: The Executive Board shall have the authority to purchase and maintain insurance on behalf of any person who is indemnified by Article XII, Section 1.

ARTICLE XIII-FISCAL YEAR

The fiscal year shall begin annually on May 1st.

ARTICLE XIV-SEVERABILITY

In the event any Article or Section of this Constitution shall be deemed to be invalid, that Section or Article alone shall be deemed invalid, and the balance of this Constitution shall remain in full force and effect.

EXHIBIT B New York Not for Profit Corporation

Law, §301 (excerpts)

Effective: July 3, 2007

Mckinney's Consolidated Laws of New York Annotated CurrentnessNot-For-Profit Corporation Law (Refs & Annos)

Chapter 35. Of the Consolidated Laws (Refs & Annos)Article 7. Directors and Officers (Refs & Annos)

§ 708. Action by the board

(a) Except as otherwise provided in this chapter, any reference in this chapter to corporate action to betaken by the board shall mean such action at a meeting of the board.

(b) Unless otherwise restricted by the certificate of incorporation or the by-laws, any action required or permit-ted to be taken by the board or any committee thereof may be taken without a meeting if all members of theboard or the committee consent in writing to the adoption of a resolution authorizing the action. The resolutionand the written consents thereto by the members of the board or committee shall be filed with the minutes ofthe proceedings of the board or committee.

(c) Unless otherwise restricted by the certificate of incorporation or the by-laws, any one or more members ofthe board or any committee thereof may participate in a meeting of such board or committee by means of aconference telephone or similar communications equipment allowing all persons participating in the meeting tohear each other at the same time. Participation by such means shall constitute presence in person at a meeting.

(d) Except as otherwise provided in this chapter, the vote of a majority of the directors present at the time ofthe vote, if a quorum is present at such time, shall be the act of the board.

CREDIT(S)

(L.1969, c. 1066, § 1. Amended L.1975, c. 173, § 1; L.1977, c. 314, § 1; L.1983, c. 92, § 1; L.2007, c. 211, § 1,eff. July 3, 2007.)

Current through L.2011, chapters 1 to 8.

© 2011 Thomson Reuters

END OF DOCUMENT

McKinney's N-PCL § 708 Page 1

© 2011 Thomson Reuters. No Claim to Orig. US Gov. Works.

EXHIBIT C VIDEO RECORDING

OF NYCRSC CONVENTION

(DVD) Short version URL:

http://nycrconvention.blip.tv/file/5053744/

EXHIBIT D College Republican National Committee

Constitution (Excerpted sections)

COLLEGE REPUBLICAN CONSTITUTION Adopted February 21, 1998 As amended through November 21, 2009 [ ] ARTICLE IIII Section Three. [Duties of national officers] The duties of the officers shall be as follows:

Subsection One. [Chairman] The Chairman shall be the Chief Executive Officer of the CRNC. It shall be the duty of the Chairman:

( (l) [Recognize state federations and chairmen] to recognize state federations and state chairmen as provided in Article Two, Section Three;

[ ] ARTICLE II Section Three. [State College Republican Federations] A state College Republican federation must have at least two clubs, as defined in Article Five, Section Five. Recognition by the National Chairman shall be determinative.

EXHIBIT E Sworn Affidavit of

Michael Ventre

Evanlazer

Rectangle

EXHIBIT F Sworn Affidavit of

Marko Kepi

Evanlazer

Rectangle

EXHIBIT G Sworn Affidavit of

Chris Catt

Evanlazer

Rectangle

EXHIBIT H Sworn Affidavit of

Travis Nemmer

Evanlazer

Rectangle

EXHIBIT I Sworn Affidavit of Yvanne Rinchere

AFFIDAVIT IN SUPPORT OF REQUEST FOR CRNC ARBITRATION

State of New York

County of (2euv

BEFORE ME, the undersigned Notary, Q2 ,on this

_---.-:04=--'-- __ (day of month), day of (month),.1011, personally appeared

Yvanne Rinchere, known to me to be a credible person of lawful age, who being by me first duly

sworn on his oath, deposes and says:

1. I am currently enrolled as a student at the City University of New York, John Jay College

where I am a member of the College Republican chapter.

2. For the 2011 State Board Meeting, the John Jay chapter served as the New York College

Republican State Committee ("NYCRSC") host, holding the convention on 899 Tenth Avenue,

New York, NY in the 4th floor gym,

3. I personalty attended said Board Meeting of the NYCRSC on Sunday, April 17, 201l.

4. During thb convention, Chairwoman Amidon became physically and emotionally unable to

preside over lhe convention.

5. In order to ensure that voting could be completed before our room reservation expired, I was

asked to preside over the meeting for the voting sequence.

6. I certify the following nine chapters present and voting submitted their votes for Michael

Ventre: SUNY Albany, SUNY Oneonta, SUNY Geneseo, SUNY Buffalo, SUNY Binghamton,

Siena, CUNY John Jay, Nausau Community College, and Hofstra.

7. I further certify that the following seven chapters present and voting submitted their votes for

Eric Meyer: Univeristy of Rochester, Fordham, Vassar, Cornell, Manhatten College, St.

Lawrence, and St. Johns

8. In addition, because of Chairwoman Amidon's wish to have emailed votes included, and a

chaotic and contentious convention atmosphere, the following absent chapter votes were added

to the vote total in favor of Eric Meyer: Clarkson, RIT, and Syracuse.

9. The following absent chapter's vote via email was added to the total in favor of Michael

Ventre: Brockport.

10. This resulted in a 10-10 tie and Chairwoman Amidon then used her tie-breaking vote in

favor of Eric Meyer.

11. I also certify that, to the best of my knowledge, a majority of 9 chapters to 7 chapters that

were presentand voting voted for Michael Ventre.

Ronkonkoma, NY 11779

Subscribed and sworn to before me, this ,2:2 . I c:x;I

_______ [month],2011.[day of month] day of

[Notary Seal:] FABIO CORREANotary Public· State ~f New YCH.:k

NO.01C06192084. ; QuaIiIIed In·Queen. eaCOiMiiaaioftexpn. e~I,'2

[signature of Notary]

[name of Notary]

NOTARY PUBLIC

My commission expires: --,--,B'-I-/-",~4:>.,.5-,-- , 20J.L.

EXHIBIT J Sandra Amidon Email

(April 19, 2011)

EMBARGO: APRIL 21, 2011 New York State College Republicans, Per the agreement made on April 17th, 2011 during the 2011 NYCRSC Annual State Board meeting, I have discussed this issue with various professionals. After much deliberation and consultation with professionals regarding the NYCRSC Constitution, Robert’s Rules, and the election results of the Chairman and Co-Chairman positions taken on April 17th, 2011 during the 2011 NYCRSC Annual State Board meeting -- I have come to this conclusion:

The NYCRSC Constitution and By-Laws speak on the matter of Proxy Voting, and the ability to empower an individual to vote on one’s behalf, it does not speak to the issue of Absentee voting (which I have provided below).

Therefore, the Chairman is given the authority to determine whether they are included or not. The Chairman need not have put the voting issue of absentee votes in the form of a motion, as their provision is provided for via the presiding documents. The primary presiding document is the constitution of the organization. The constitution does not prohibit absentee voting and provides that in all cases not specifically addressed Robert’s Rules of Order will apply to governing the body.

CONSTITUTION AND BY-LAWS OF THE NEW YORK COLLEGE REPUBLICANS STATE COMMITTEE, INCORPORATED:

“Article 9, SECTION 1: In all cases not expressly provided for in this Constitution, all meetings of this entity shall be conducted according to Robert’s Rules of Order, Newly Revised (10th Ed., 2000) where applicable, and further, to common parliamentary practice. “

The Chairman's discretion is carried and the inclusion of the absentee votes is thereby included.

Robert’s Rules of Order, Newly Revised (10th Ed., 2000):

Absentee Voting. In a strictly deliberative assembly no member can vote who is not present when the question is completely put. But in many societies the membership is scattered all over a state, or even still wider, and it has been found expedient to provide a method of voting that will enable all the members to vote upon certain matters, as upon amendments to constitutions, by-laws, and in elections of officers.

There are two forms of absentee voting -- by mail, and proxy voting.

Voting by Mail is used for election of officers, and for amendments to the constitution or by-laws, and for such other important matters as the society may order to be voted on in this way. If an amendment to the by-laws is to be voted on by mail, a printed copy of the proposed amendment is mailed to every member with the words "yes" and "no" printed underneath, or on a separate slip, with directions to cross out one of them, and return in the enclosed envelope, upon which should be printed the words, "Ballot for Amendment to Constitution." This envelope should usually have the signature of the voter on it, and be sealed and enclosed in another one addressed to the secretary, or to the chairman of the tellers, so that the inner envelope will not be opened except by the tellers when the votes are counted. If it is desired to present the arguments pro and con, the society can allow the leaders on the two sides to prepare brief statements to be

printed and mailed with the proposed amendment to every member. Instead of having the voter's signature on the inner envelope, it may be placed on the ballot, but a place for the signature should be indicated, so that there may be some means of protection against votes being cast by other than legal voters. Voting by mail cannot be a secret ballot, as it is necessary for the tellers to know by whom each vote is cast. By some such method as the above it is practicable to give all the members, however scattered they may be, an opportunity to vote on questions of great importance.

Due to the citations and reasons stated above, I am remaining with my previous decision to allow credentialed chapters under NYCRSC to submit absentee ballots in the 2011 NYCRSC Executive Board elections. Absentee ballots were submitted for all four candidates in both elections in question. With the submission of absentee ballots it is ensured that every credentialed College Republican chapter in New York State will have their voices heard and votes counted in the 2011 NYCRSC Executive Board elections. With this, I am formally announcing Eric Meyer as the elected Chairman of New York College Republican State Committee, Inc. and John Mantia as the elected Co-Chairman of New York College Republican State Committee, Inc.

During the 2011 NYCRSC Annual Board Meeting the following individuals were also voted into the following positions:

Treasurer: Michael Gormley

Secretary: Sonia Kups

Central Regional Vice-Chairman: Nick Staiano

New York City Regional Vice-Chairman: John Weiglein

Long Island Regional Vice-Chairman: David Perrotto

It is important to note that with the exception of the Central Regional Vice-Chairman all of the positions stated above were uncontested elections. In the case of the Central Regional Vice-Chairman, it was decided by popular majority in the Central Region caucus without any objection of the results.

Congratulations to all the candidates who were elected at the 2011 NYCRSC Annual State Board meeting.

Best Regards,

Sandra Amidon Chairwoman Emeritus, NYCRSC

EXHIBIT K Sandra Amidon Email

(April 22, 2011)

--- Forwarded message ---------- From: <samidongop@gmail.com> Date: Apr 22, 2011 7:34 PM Subject: New York College Republicans To: "NYS College Republicans" <nycrsc.gop@gmail.com> Cc: <terence.grado@gmail.com>, "Zach Howell" <zwhowell@gmail.com>, "Kyle Collins" <collins.kyle.t@gmail.com>, "Michael Silverstein" <md_silverstein@yahoo.com>, "Chris Catt" <chriscattgop@gmail.com>, "Josh Caprood Caprood" <caprooja@clarkson.edu>, "Ashlee Giacalone" <giacaa@rpi.edu>, "Jeremy Bright" <jebright@vassar.edu>, "Eric Meyer" <eric.m.meyer@gmail.com>, "Michael Ventre" <mventre2@gmail.com>, <jcs01727@sjfc.edu>, "David Perrotto" <dcperrotto78618@yahoo.com>, "Trevor Deacon" <ted7416@rit.edu>, <prb56@cornell.edu>, <dzunig4@pride.hofstra.edu>, "John Mantia" <jmantia@fordham.edu>, "Michael Sass" <msass.student@manhattan.edu>, "Marko Kepi" <markokepi@gmail.com>, <alycia.marcolini07@gmail.com>, <SLUCollegeRepublicans@gmail.com>, "Don DeRosa" <dd714842@albany.edu>, "Brendan Kane" <bj02kane2@gmail.com>, <nvalian1@binghamton.edu>, <zwweiss@syr.edu>, "Nick Staiano" <nickstaiano@gmail.com>, "Isaac Baskin" <ibaskin92@gmail.com>, <maeastwo@buffalo.edu>, <BrockportCollegeRepublicans@gmail.com>, "Michael Gormley" <mkg57@cornell.edu>, "John Weiglein" <jhw1990@yahoo.com>, "Sonia Kups" <skups@fordham.edu>, "Travis Nemmer" <travisne@buffalo.edu>, "Corey Parent" <cjpare08@stlawu.edu> Dear New York College Republicans, This e-mail will be the last time I address the College Republicans of New York State. Although many of you have opinions of me and may not be inclined to read this e-mail, I'm asking that you do. I'm asking that you read this e-mail, take every bit of advice from it that you can, and use that to move this organization in the direction it so desperately needs to be moved. For many years the Executive Board of NYCRSC has failed its College Republican chapters. It has failed to put the chapters of the organization before personal vendettas and agendas. It has failed to be there for its chapters and it has failed to become the organization that it most definitely can be. I know, without a doubt, NYCRSC has the potential to be the strongest state organization in the CRNC. The NYCR's are the most persistent, most strong-willed, most opinionated, most hard-working bunch and I have yet to see a New York College Republican that will be beaten down when they choose to stand behind issues and causes. Over the years, we have become a college oriented replica of our State Party and multiple Young Republican groups. We have taken to fighting each other instead of our true enemy - liberalism. We spend so much time fighting each other that by the time we have to take a stand against an issue or politicians we have nothing left but broken fragments to fight with. With that being said, I can already see the vicious cycle being continued. Many, if not all of you, came into these elections to do one thing - to make a difference and change this State Committee around and make it finally work for its chapters. Saying these elections have been heated is an understatement. These elections have done a number on the chapters of this state and a number on the reputation of NYCRSC. They have divided College Republicans throughout the state in ways that many outside of this organization see as impossible to fix. I'm asking all of you to prove them wrong. Prove the on-lookers who have watched this race wrong. Although a Chairman and Co-Chairman have yet to be determined, there is still a Treasurer, Secretary, and multiple Regional Vice-Chairmen who have taken their positions. Michael Gormley, Sonia Kups, Nick Staiano, John Weiglein, and David Perrotto will without a doubt make fantastic Executive Board members. I have full confidence in their abilities to turn this organization around. But this cannot be done unless all of you put the fighting aside and begin work

to rebuild this organization. Executive Board Members: You have not even been in office a week yet and already I can see the division. You have all come from separate tickets but you are all now on the same team, the State Committee. I am asking that you put the petty bickering and accusations surrounding these elections aside and begin working together to fulfill your duties as Executive Board members. Many of you may consider me a hypocrite for even asking such a thing but I'm simply asking because I was once in your shoes. I was once new to a horribly broken organization and wanted nothing more than to change the State Committee and to make a difference. But like years of Executive Board members before me, I allowed my focus to become fogged with drama and soon was caught up in the horrible cycle of those before me. I am asking because I know you all have potential; I know you all have the ability to come together and make a difference this year. If you as a group continue down this path, you will remain broken and nothing will change. Realize that you have all taken on the duty of being the face of NYCRSC and that until you guys begin to work together - the organization will continue to crumble. State Board Members: For once, all of the chapter chairs need to stand up for the College Republicans in your chapters. Stop letting the NYCRSC Executive Board walk all over you. Stop letting them remain in office while not doing any work. Stop walking away from the problems that have always plagued the State Committee, instead stand up and demand they work for you. You have all come into these elections finally demanding that they work for you - so demand it even more. Don't let the incoming Board waste their time focusing on Chairman and Co-Chairman positions. As David Zuniga in his note said, the decision isn't up to any of us anymore...so stop focusing on that and move this organization to better times. Demand your Executive Board members who have taken their positions to lead this organization forward in the absence of a Chairman and Co-Chairman. A lot of work is ahead of everyone who will be continuing on in this organization and I hope all of you will take this advice and use it to benefit the State Committee as a whole. As you move forward, there will be more than just a few obstacles you have to overcome and when uncertain the greatest advice I can give is to turn to the College Republican National Committee. Without the help of Terence Grado and Zach Howell, our organization would not have come as far as it has. Although many of you have not been around long enough to know just how bad our State Committee was when I first became Chairman, without their help we would still be a 5 chaptered organization with a 3-member State Committee, hundreds of dollars of debt, and no involvement nationally. Although many of you have heard of the issues that our State Committee has had in past years with the CRNC, I am also asking that everyone put those fears aside and maintain a healthy relationship with the members of the CRNC. With this, I am wishing all of you good luck in moving this organization forward and coming back as a strong, unified, organized State Committee. Best Regards, Sandra Amidon Sent from my Verizon Wireless BlackBerry