An attorney representing Martin Garcia, the president-elect of the Gertrude Stein Democratic Club, said a proposal by several club members to invalidate Garcia’s election and the election of two other officers aligned with Garcia would “flagrantly” violate the club’s bylaws.
Joseph E. Sandler, former general counsel to the Democratic National Committee, said in a Dec. 17 letter to Stein Club members that a call to overturn the election of Garcia and the two other officers by disqualifying 17 people who voted in the club’s Dec. 3 election would be a “breach of contract.”
He said a legal opinion by Donald Dinan, an attorney for the D.C. Democratic State Committee, whom the Stein Club’s current officers consulted about the election, incorrectly interpreted the bylaws.
Dinan stated in a Dec. 12 memorandum that the votes by 17 people could be invalidated if the addresses they gave were not correct or if it could be shown they did not qualify for the special reduced membership fee of $15 under which they joined the club in the week prior to the election.
Under club rules, eligibility for the special membership is restricted to students, senior citizens, and people with a “limited income.”
Dinan noted that the 17 votes cast by people whose membership is now under question is greater than the two to seven-vote margin in which Garcia and the other two officer candidates won the election. He said that since the vote was conducted by secret ballot, there is no way to determine which candidates received votes by a potentially disqualified member.
Thus Dinan concluded that if the Stein Club membership decides at the special meeting set for Wednesday night to disqualify a number of new members that exceeds the margin of victory for the three officers, the club has the authority to invalidate the election and call a new election.
Sandler, however, argues that the club’s bylaws do not provide any residency requirements for members and do not define “limited income” or whether a “student” should be full-time, part-time, or someone enrolled in a trade school rather than a college.
In addition, Sandler states in his letter, “The Dinan Memorandum… simply does not set forth any remotely reliable facts that would indicate that any of the 17 new members whose votes are being questioned were other than legitimate, dues-paying members of the Stein Club, under the Bylaws and Standing Rules of Procedure, at the time of the election.”
He said the club’s current officers and members should know that the club “is not free to ignore its own bylaws, or to make up new rules not found in the bylaws, to the detriment of certain members, whenever it seems convenient to do so.”
Dinan told the Blade that his memorandum was not a fact finding document and it was up to the club’s officers or members to make any determination on whether the 17 new members should be disqualified based on “irregularities” over their residential address or special membership qualification.
Sandler noted that Dinan cited specific claims of problems associated with the new members’ addresses and special membership status brought to Dinan’s attention by the club’s current officers. None of the issues about membership status raised could be grounds for disqualifying a member under the bylaws.
Sandler suggested in his letter that Garcia and the other two candidates who won election to the club’s vice presidential posts – Angela Peoples and Vincent Villano – would have grounds to take legal action against the club if their elections are overturned.
“[I]t is Mr. Garcia’s position that any decision to invalidate the December 3 election and/or to hold another election would be a flagrant violation by the Stein Club of its own bylaws, a violation that obviously directly injures Mr. Garcia, and that would constitute action ultra vires and in breach of contract,” he says in his letter.
“Ultra vires” is a Latin term used to say a corporation or entity went “beyond the powers” or authority they have to take a certain action, according to BusinessDictinary.com.
Garcia told the Blade on Tuesday that he and the other new officers have no intention of taking legal action against the club.
“That would not be beneficial to anyone involved in the club,” he said. “Our hope is to build unity and move forward with greater participation by folks who haven’t been involved.”
“After reading Mr. Sandler’s memo, I am more convinced that this special meeting is an attempt to push new members out of the election process,” Garcia said in a statement on Tuesday. “The Stein Club founders stood against the disenfranchisement of LGBT people, and I believe that, when presented with all the information, today’s Stein members will stand together at the special meeting and vote to move us forward as a united organization.”