Overcoming a Tyrannical Chairman of a County Central Committee

A Written Resolution - Action in Lieu of a Meeting

So, how do you see your Central Committee Chair? Are they there to advance their own agenda/priorities/insights; or are they there to facilitate engagement, dialogue, and consensus amongst the members of the Central Committee… or some point in between? 

After Ohio’s direct primaries started in 1906 and through 1943, Ohio Republican State and County Central Committee Chairmen took a very public oath - that in part included “As chairman, I declare an unwavering faith in a Republican party of the people, by the people, and for the people. And I trust in the collective wisdom of party members elected by registered Republicans.”

The entire country was going through an upheaval in an effort to push the influence of special interests out of party politics. The special interests were so engrained in County and State Central Committees politics - that the parties ceased to represent the registered voters of the party and only represented the special interests.

Do the special interests (normally big money donors) have such a large influence that the Chairman will not allow certain discussions on topics? Is the Chairman not transparent with party data and generally keeps the members uninformed? These were the reasons that the direct primary was created for political party representation.

In the early 1900s, most States passed direct primaries for County and State parties to select their party representatives instead of letting corrupt party leaders lead their organizations in perpetuity. This great reform of the parties helped to eliminate a lot of infighting within political parties.

Political parties inarguably have internal squabbling. While the chairman of the party is supposed to not add to squabbling - less than-qualified chairmen can exacerbate inner turmoil instead of helping eliminate it. Many times there exists grave differences between how chairmen see their role and how the county central committee sees their role and this can add to inner turmoil.

A chairman’s role is ultimately to help focus and accomplish the will of the committee - even when the chairman and the committee don’t see eye-to-eye. Yet, many chairmen only see themselves in a leadership role rather than as a diviner of the will of the committee. All across the state of Ohio Republican chairmen surreptitiously refuse to let the County or State Central Committees meet and consider items or issues that they deem to not be in the best interests of the party. Likewise, there are always schemes hatched to table discussions and refer discussions to a committee so a motion can be purposefully killed or never addressed.

When the Chairman becomes a dictator and will not allow the will of the committee to be realized - drastic action may need to be taken. Litigation does not need to be your first recourse. Set yourself up for success with a written resolution that is an undeniable representation of the will of the committee - that can only be ignored at the peril of the chairman.

THE WRITTEN RESOLUTION

A written resolution can be in order when a chairman or other officers of the party arrogantly stand in the way and will not let issues be addressed when the committee wants to address them. A written resolution also helps to avoid confrontation and the pressure put on members at a physical meeting - so even coalitions and caucuses that can be intimidated can successfully pass resolutions.

What is a written resolution?

A written resolution is an action that members of the committee approve of, in writing, without a meeting.

A written resolution provides for action addressing the business of an organization without the need for a meeting. Generally, the bylaws of an organization either provide for written resolutions, prohibit written resolutions, or are silent on written resolutions.

To stay relevant, many Central Committees have to act in a timely fashion to support or oppose policies, legislation, candidates, officeholders, and events. Through the “written resolution” or a “written resolution in lieu of a meeting” many State and County Central Committees can support or oppose issues in a more timely fashion.

Legalities

Political parties are IRS-recognized 527 organizations which are political nonprofit organizations. Many states, including Ohio, provide for members or directors of nonprofits to act when it is impossible to physically meet in a timely situation. For example, many non-profits used written resolutions during the COVID-19 crisis as did State and County Central Committees across the United States.

While State and Federal courts tend to shy away from internal squabbles within the parties - when there are irreconcilable differences that are not addressed directly by State statute or by the bylaws - civil action can be taken if necessary by members if the bylaws are silent on the issue. Yes, courts do normally let parties decide how their bylaws are interpreted but when the bylaws are silent - this leaves room for the courts to become involved if necessary in a civil case as they would for any other club or organization. Courts have traditionally applied the rationales in their decision-making that apply to other nonprofit corporations and unincorporated nonprofits. They normally look towards these laws for guidance.

The Ohio Revised Code provides 1702.25 for Action by members or Directors without a Meeting:

(A) Unless the articles or the regulations prohibit the authorization or taking of any action of the incorporators, the members, or the directors without a meeting, any action that may be authorized or taken at a meeting of the incorporators, the members, or the directors, as the case may be, may be authorized or taken without a meeting with the affirmative vote or approval of, and in a writing or writings signed by, all of the incorporators, all of the members, or all of the directors, as the case may be, who would be entitled to notice of a meeting for that purpose, or, in the case of members, any other proportion or number of voting members, not less than a majority, that the articles or the regulations permit. Any such writing shall be filed with or entered upon the records of the corporation. Any certificate with respect to the authorization or taking of any action described in this division that is required to be filed in the office of the secretary of state shall recite that the authorization or taking of that action was in a writing or writings approved and signed as specified in this section.

In Ohio, you just need a simple majority of the committee members to conduct business unless the bylaws state otherwise.

Types of Written Resolutions

There are written resolutions of support and opposition that are the most common. These types are normally drafted and adopted in reaction to what Democrats are doing or to show support for Republicans at a national level.

There are also written resolutions to adopt budgets, amend bylaws, and even remove members or officers from the committee. You’ll need to study your bylaws to see if you have to have a meeting for these or if the bylaws allow this to be addressed by a written resolution.

Getting a written resolution approved is much the same as getting a petition approved - you merely need the requisite signature of members.

What if the Chairman rejects a written resolution?

This happens quite often - but do not despair the law is on your side in Ohio. While bylaws do normally give chairmen specific powers - if there is no language that requires a meeting to adopt business and no specific prohibition of a written resolution - a majority of the members of the committee always have the power to overrule the chairman. These types of issues are normally addressed very quickly by the courts and do not require an attorney.

We hope this article inspires you to take action with your local county central committee if you have a Chairman that is out of control and is being a dictator.