[LPL Board of Directors] Executive Director Contract
Adrien Monteleone
chairman at lplouisiana.org
Fri Apr 12 15:35:42 CDT 2013
To all Board members,
Per the LPL Bylaws Article 7 ยง 1(a)(i):
"1. The executive officers of the Party shall be a:
a. Chairman who shall:
i. be the chief executive officer of the Party with full authority to direct its
business and affairs, including hiring and discharging of Party volunteers
and paid personnel, subject to express State Central Committee policies
and directives issued in the exercise of the State Central Committee's
plenary control and management of Party affairs, properties, and funds;
"
I accordingly did in September of 2012, offer and sign a contract for services
as Executive Director to Wendy A. Adams.
At the 4th Quarter SCC meeting held in Baton Rouge on October 6th, I asked the
committee to approve extending a new contract for one quarter on the same
terms we operated under during September, which they did approve and Ms. Adams
did sign.
At the 1st Quarter SCC meeting held in Shreveport on January 12th, I asked the
committee to approve extending a new contract for one year on slightly
modified terms for higher pay, (25% increase) which they did approve, but
which Ms. Adams did not sign or accept, though we continued to operate under
good faith that it would be signed.
On February 28th, I obtained approval from the Board for specific terms for
incentive and bonus pay to be added to the contract, as well as making the
expense stipend more general so as not to be limited to travel expenses alone.
Ms. Adams rejected this contract as well, particularly the bonus and incentive
options which she had requested.(she requested such options but she rejected
the exact terms and mechanisms for calculating the bonuses and what the
incentives were based on - she thought she should dictate to us what she
should be provided incentive for or rewarded for, rather than us offering to
reward her for what we wanted accomplished, or providing incentive for what we
wanted done.)
On March 8th, after consultation with the Acting Treasurer Reed Ebarb, I
offered Ms. Adams a final offer without incentive or bonus pay, with the
amended expense provision, though reduced in amount (since some had been used
already) and with a 100% increase in base pay over the amount offered in the
4Q 2012 contract. This contract was signed on March 8th, and will expire
today, Friday, April 12th, 2013. (the term was shortened from one year,
because we had to offer an amount we could not safely estimate was feasible
for a longer term)
The Bylaws give the Chair full authority of hiring and discharging of paid
personnel. (in line with express SCC policies)
As there are no SCC policies on these subjects at this time, the Chair's
authority in this matter is not restrained or curtailed.
Additionally, I have informally begun the practice to set a precedent, through
the meetings of October 6th, and January 12th, to offer a contract, and ask
for approval from the committee. In the absence of explicit policies, I did
this both for the reasons of informing the Board and securing their support of
such action, and also to ensure the Board set aside room in the budget for
such an expense. I see that it is proper for the Chair to seek approval to
spend money, especially in such large sums and taking up such a large
percentage of the budget. However, there is no need to seek approval NOT to
spend funds.
Certainly, I felt it wise to seek confirmation and support of hiring an
individual who would be the public face of the party on a daily basis. I do
not see any requirement to seek approval to NOT hire someone.
Let me make it clear. I am not discharging any paid personnel. The contract
ends today. I am simply not hiring Ms. Adams via offering another contract.
Nor am I hiring her as an employee.
There is thus, nothing to seek Board approval on, nor do the Bylaws require such.
Thus I am informing this Board that I will not be offering Ms. Adams a new
contract on April 13th.
My reasonings for this are many, and in the spirit I have begun with previous
meetings, I will now give some of them below, but if any Board member wishes
to discuss these reasons, I will speak with them individually and privately at
our mutual convenience, though I don't know that I have much more to offer
that isn't already explained here. I will offer no more public justification
for my decision than what is below. This is a courtesy offered by the Chair
out of respect for the opinions of the Board, but it is not required by the
Bylaws.
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*#1 - Availability of funds, cost of contract*
The original contract offered in September, and the 4Q contract were both for
$200 per week. We were able to meet this expense, though from a cash flow
perspective, had ended the year in a slightly smaller position financially in
our final bank balance. We nearly were not able to even complete the contract
with almost a month to go. We were fortunate that some late donations just
prior to Christmas got us through.
The Finance Chair and the Acting Treasurer estimated and projected our
expenses and revenue for 2013 and determined that the absolute most we could
offer was $250 per week. Because Ms. Adams wanted the security of a one-year
term on the contract, we were unable to safely offer a higher base amount,
being unable to reasonably determine that the increased donations needed to
support that higher amount would come in.
As of her refusal to sign the contract on February 28th, we had paid Ms. Adams
more than we had taken in that year. We were again, operating at a loss, and
we had other expenses on top of this. The bank account balance was dwindling
fast.
Ms. Adams insisted there was a "pile of money" we were sitting on, that she
was bringing in with her efforts, and that we simply were not compensating her
with that money. Despite being shown this to be patently false, and that we
had paid her more than we received, she continued to insist we were holding
out on her and were able to pay her more.
During the consultation with the Acting Treasurer, Reed Ebarb, he and I
determined that at the extreme outside, if we collected absolutely no
additional funds, and already counting pledged funds and those in the
pipeline, we could pay her $400 per week, but that would nearly deplete the
bank account by the April 13th meeting. (we would have a small cushion left
over, and might run out a week or two later from other expenses)
At that time, the pace of fund-raising had sharply declined and so we could
not reliably predict that we would have sufficient funds to continue past
April 13th.
We were fortunate a few generous donors came to our rescue. Two members
donated $250 and $500 respectively, and one with a pledge for matching funds
up to $1000 to encourage other donors. All together, these two efforts secured
us an additional $2750. As of February 28th, our bank balance was $1121.46.
This amount included about $750 of the aforementioned $2750, meaning without
the matching funds pledge, we would have been at $371.46 on that date, with a
$500 contract payment due on March 11th.
By March 8th, we had received and deposited the $1000 matching pledge, and
another generous check from another donor for $250. This left us with a
balance on the date we signed the contract, of $2393.59. (note, there were
other transactions in the meantime so don't try to follow all the math here
exactly)
The contract we signed was for $2000. We had already seen the donations on
Piryx for $750 as mentioned, so we expected at that point to have a cushion of
about $1000 total if we collected no additional funds, however, we had a
regular payment on March 11th of $500 - not technically under contract, but
under good faith. This would leave us with $500 after April 13th, baring more
donations and not counting other expenses. Additionally, we suffered a $135
charge back due to a donor error shortly thereafter, further reducing funds.
Over the course of the next five weeks, small donations steadily rolled in to
shore up our cash flow. As of today, our balance is $2240.97 with about $100
in the Piryx pipeline which has not cleared yet. We have a final $400
contract payment to make today, which will leave us with $1935 in the bank
after everything clears. There is still up in the air, a request for
reimbursement of $240. (detailed below) Note, this is less than we had on the
date we signed the contract on March 8th, and had we not received the matching
funds pledge to encourage donations, or the other generous one time donations
all totaling $3000, we would have had to cancel the contract about 3 weeks
ago. In fact, it was only because we knew of some of those donations in
transit that we even agreed to continue with the position at all. Had they
not been there, had the matching pledge not been made, it is likely we would
not have even made it to February 28th.
As I noted, by that date, we had paid her more than we had taken in, not
counting other expenses.
Our cash on hand at the end of 2012 was about $1800. As noted above, by
Monday, it will be about $1935. (or $1695 after the reimbursement)
We are barely getting buy, cashflow is extremely tight, sometimes with the
bank balance dipping below $1000, we've effectively been able to pay the ED
only what has been paid in the past and no more, and that was only possible
with a perfect timing of four large donors. This is not a reliable pattern we
can safely project the future on.
The money simply is not there at this time to support a full time staff
member. Additionally, Ms. Adams wants a minimum of $26k a year We simply are
in no position to offer full time employment for anyone and certainly not at
this pay level. (the $250 per week we originally offered came out to $13k for
the year)
I am nearly finished with a GAAP compliant Income Statement, Statement of
Financial Position (balance sheet) and Cash Flow Statement for Q1 2013 and
will have them for everyone tomorrow. (I should also have similar statements
for 2012)
In my projections for 2013 using 2012 data, I confirmed that the absolute
maximum that could be offered to staff was $250 per week. I tracked similar
#'s through the first quarter of 2013, but as of mid March, likely due to the
large donations, it looked like IF that was repeatable 3 more times this year,
we could offer as much as $295 a week. There was zero possibility we could
sustain $400 much less the $500 she wants. Since the end of the quarter
however, and towards the end of it, donations have dropped off sharply and my
current ballpark is back to $250. When I run the actual projection, it may
come in even lower.
I do not see that it is fair to Ms. Adams to continue to hold on to her at a
contract amount that is below what she needs to get by. And I do not think it
right to continuously put a strain on the party's cash flow in doing so. We
simply cannot deliver on a promise for a higher amount right now. It appears
we have attempted to run at a quick sprint rather than a slow and steady
pace. Growth is good, but it should be measured and manageable. We also don't
want to invite other incidental problems and complications that inevitably
arise when an organization grows too quickly. We have started to experience a
few already. Continuing at this pace, and having to accelerate it, will only
cause more harm.
However, even if finances magically improved, there are more serious and
unfix-able issues as explained below:
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*#2 - Disagreement with and refusal to perform under the limitations of the
contract*
From the beginning, I have had an issue with Ms. Adams not adhering to the
terms of the contract. My mistake in this regard, was continuing to offer
contracts in the face of such difficulty. I was focused more on working out
the disagreements as I would with an employee based on my prior management
experience, and on keeping her working for the LPL than I was on what these
red flags and warning signs were telling me.
Ms. Adams made no secret that she wanted full-time level pay and we made no
secret that we simply couldn't offer it. We were clear, that if the party
grew and its finances grew with it, as a result of performing the duties under
the contract, that we would look to add more duties and thus more pay. We
cautioned that this would be a slow process, that it might take a year or more
to reach the level of compensation she desired. She assured me, she was
prepared to continue to work at this level for the long haul to build the party.
Her tune changed in mid to late January, and by February 28th, had completely
reversed. I understand fully that she needed more money to live and was
depleting her savings. But I couldn't just invent money to pay her. It was
either there or it wasn't---and it wasn't. Through the efforts of Mr. Ebarb
and Mr. Benedict among others, we were able to get through the 4th quarter of
2012 at break even. We have barely been able to do so in the 1st quarter of
2013. At this point, she has refused to work for less than $400 a week and
really wants at least $500 per week, a level as detailed above, we cannot
sustain. She has upped the timetable of getting her to the full-time level of
work she wants drastically, and we cannot compensate for that.
She has upped this time table on her own accord, and without any agreement on
my part.
The position, as originally envisioned by Mr. Ebarb and myself was for
part-time work geared around keeping contact with the membership, especially
making initial contact with new voters and members, recruiting volunteers and
candidates, and providing a support and coordinating role to parish and campus
organizers. We estimated at our current level of activity that this job would
take 10-15 hours per week, and we could pay $150-200 per week. ($10-$20 per
hour, depending on exact pay and hours worked)
At the time, we had zero contact with our membership. As an all volunteer
force, it was difficult to methodically keep up with new members, as a result,
most of our database has stale data as people have moved or changed their
phone numbers. We wanted to correct this and change course, and we felt
hiring a part-time person to do these small tasks for a couple of hours a day,
or a few hours a week, would get the job done and allow us to get back on
track. We felt that if we made our own efforts at tapping the LNC donor base
in Louisiana, we could pay for the position, if the position itself didn't
generate it's own funding support from new annual memberships and monthly
pledges. (which we also adopted as a Board at the same time)
At that time, we had a few parishes already tenuously organized officially,
but they needed some work to keep them stable and growing. It was possible to
continue on this path, but we thought that with a part time staffer, we could
gain the extra boost we needed to help this process along in parishes we
didn't live in. (only Caddo, Lafayette and East Baton Rouge had been
organized, each of those parishes had a Board member living there and who
worked to make it happen)
We NEVER asked for or envisioned a single individual working 40-60 hours a
week doing all of the organizing work for each parish. When we first took on
Ms. Adams, we made it clear that her role was to support and coordinate the
Parish Organizers and recruit new Organizers, but NOT to do their work for
them. We could not pay for that level of work, and we DID NOT contract for it.
If it took 3+ months to finally organize a parish under this framework, so be
it. We did not want to rush things. We had very good reasons why we wanted
each parish organized by someone from within that parish.
During the first 4 months of her tenure with us, she mostly held to this
restriction. It was in January that she decided on her own, outside of her
contract, and against our explicit instruction otherwise, that she was going
to take over organizer duties, demote the Organizers to merely "local
contacts" and give herself full time duties. After several weeks of doing
this, when we spoke of securing her signature on the 2013 contract, she
indicated it was not enough money for what she was doing. Mind you, we didn't
ask or give full time work, and we could not pay for it. We were offering
10-15 hours a week at $250 a week. SHE decided to arrange things so she was
working 40-60 hours (her claim) and then insisting she be paid accordingly.
Regardless of if we had the money or not, this was a serious disconnect that I
admit, should have resulted in immediate termination of our continuing to
operate in "good faith" with no contract.
By the time we were negotiating a new contract in early March, she was
continuing this behavior and this level of work, and simply would not reduce
her workload no matter what. At this point, she was dictating the terms of the
contract to us and telling us what she was going to do and then demanding to
be paid for it. Yes, I should have called it off at that point, not doing so
was my mistake.
Because several caucuses were already in progress and scheduled, and because
she HAD put in long hours for the party, I wanted to attempt as best as
possible to compensate her for that. Therefore, I reluctantly agreed to the
$400 per week settlement amount, and agreed to alter her contract to
specifically include responsibility for establishing PEC's for the next 5
weeks. (since she was going to do it anyway, come hell or high water) I
however, changed her duties into a priority structure, and this was put at #3,
behind our original twin priorities of contacting the membership and
encouraging volunteers and donations. I relegated recruitment and support of
candidates to #4, only because it was already too late for candidates to
qualify for the Spring election, and because the Fall elections would likely
be special election filling only, and we could alter the next contract to
reflect this timing.
After securing the contract, I made it clear to her in a subsequent email that
the responsibility to establish PEC's did NOT include her doing the work of
the Parish Organizers. She was to fulfill that responsibility by providing a
support and coordinating role, as originally envisioned. She was specifically
NOT to create full time work for herself, particularly by insisting on being
the sole individual to make all phone calls and all emails to the many
hundreds of LPL members in the parishes in progress.
She indicated she understood this.
Unfortunately, she did not stop her practices of filling her calendar and
assuming the duties of all of the organizers. She even continued to recruit
people in new parishes as "local contacts" and not as "Parish Organizers."
This inability to adhere to the limitations of our contract terms, regardless
of how she was motivated to do so, means she is not fit for contract work with
this party. She may work well as a regular employee, but that will entail a
great deal of complication both legally and financially on our part, and we
are no where near large or stable enough to be able to offer direct
employment. Additionally, her inability to adhere to the tasks requested, and
to abide by explicit supervisor instructions, indicate an improper fit, even
for an employee.
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*#3 - Direct refusal to perform under contract*
In early January, I communicated with Ms. Adams the urgency of recruiting
candidates for the Spring 2013 elections. I provided her with links and
information to assist candidates with filing their qualifying papers, the
dates for qualifying and a list of offices available for election.
She informed me, point blank, that the elections and recruitment of candidates
was "not HER priority" (despite it being listed in her contract) and that HER
priority was organizing Parish Executive Committees. She stated there simply
was not enough time to recruit candidates with everything else she had to do.
(things we weren't asking her to do, or paying her for)
I instructed her that we could not sit out this election and we would be
missing a prime opportunity to follow up on our November efforts and build on
excitement and news mentions, that not running any candidates this election,
would drop us from the news cycle and make our November slate appear as a
'one-off accident.'
She flatly refused to do anything but organize parishes. My mistake, and my
apologies to the Board, but I should have terminated the non-signed "good
faith" arrangement at that time.
Additionally, there was another incident, which unfortunately is not
documented. I requested of her in late October to assist as best she could,
our various Congressional candidates with their campaigns, providing them
information they needed and making sure they were all on track and didn't need
anything from us.
She flat out refused, citing her volunteer work with the Gary Johnson campaign
and her efforts to coordinate visits by Governor Johnson and Judge Gray to
Louisiana in her capacity as Deputy Director of the Louisiana campaign. Due
to the nature of this volunteer work, that is was to benefit our Presidential
ticket, and that the visits made logistical sense for her to handle since they
would be in her general area of the state, I acquiesced to the refusal. But it
was ONLY due to that exact nature of the reason that I did so. The act itself
of refusal of performance under contract was otherwise unacceptable.
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*#4 - Refusal to be held accountable*
In September, as we were getting a feel for the position and what it actually
required in terms of effort and hours worked, and in order to benchmark
performance so we could better estimate and judge the value of the work for
future contracts, I asked her to submit to me an activity report for the
month. I requested something that showed us how many people she had managed to
contact, what the quality of the contact data was, and what the response and
outcome of those contacts was. I wanted to see how difficult or easy this job
was, how long it was taking, how many people could reasonably contacted in
10-15 hours a week, and was it doing us any good?
She flat out refused to provide any such reports at all to me, on the grounds
that $200 a week was not enough compensation to document anything.
Mind you, we had paid her a total of $800 for what we estimated to be 40-60
hours of work TOTAL for the month (ranging from $13-$20 per hour) and she was
claiming she could not and did not have to document any actual work to us for
that amount, that we just had to "trust her" that she was doing what we asked,
and that if we wanted documentation we would have to pay her more for it.
This was my initial mistake with her, as I should have declined contract
renewal flat out on those grounds.
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*#5 - Refusal to document expenses*
In the 2012 contract, we added a provision, against my better judgment, that
would allow the ED to be reimbursed for expenses incurred on behalf of the
party throughout the year. Mind you, in general a contractor is responsible
for all costs associated with delivering the requested services or goods under
a contract. Reimbursement of expenses might be seen by the IRS as instead
constituting an employer/employee relationship. However, if these expenses
were for performing functions NOT listed under the contract, then they should
be reimbursed, just as we reimburse officers for party expenses they incur.
Since the ED was to serve only in a supporting and coordinating role with
respect to parish organization, if she traveled to the various caucuses to
assist the organizers with the meetings, in place of party officers,
particularly the Chairman and Vice-Chairman (who's duty it is to see to it
that the parishes organize) and since the Vice-Chairman at that time had no
reliable means of transportation to these events, and the Chair might not be
able to make each and every one of them, we deemed it appropriate to reimburse
her for travel to these events, since she was not required to do so under
contract.
Sometime in late January or early February, as I was securing the bonus and
incentive approval from the Board, she requested that the expense stipend be
generalized instead of limited to travel because there might be other related
expenses that might arise, such as having to make phone calls to facilitate
her attendance. I agreed, but stressed that in all cases, as her contract
states, as our Bylaws state, and as State law requires, every expense must be
something paid by her, documented with a receipt for at least the amount
requested, and for something NOT under her contract duties, and only then
would it be paid.
Due to her inability to determine her fuel economy, (a mechanical problem with
her vehicle) she refused to provide fuel receipts for reimbursement and
instead wanted to submit online map mileage calculations and be paid by the
mile. I reiterated the terms of the contract, dictated by the Bylaws and
State law, and advised her this was insufficient documentation. We could only
pay for actual expenses incurred and properly documented.
In March, she requested reimbursement from the Acting Treasurer, Mr. Ebarb,
for phone expenses amounting to $240. Mind you, we were going to pay for calls
made, not under her contract, that we requested or that were needed for her
attending the caucuses. We are not allowed and will not pay for basic plans,
personal calls, data plans, fees, fines, etc. We can only pay for minutes used
on behalf of the LPL and then only for calls made for things we have requested
that are outside of the Contract terms.
She claimed these calls we made in order to secure the participation of
members to the caucuses---she was doing the work of the parish organizers,
explicitly in defiance of our instructions to the contrary, and then wanting
to not only be paid for the extra time (by wanting her base pay increased as
noted above) but to be reimbursed for the phone expenses she incurred doing
this. She submitted the total amounts of two phone bills, not the bills
themselves, and thus no documentation. When pressed for documentation she
declared the request "absurd." She finally submitted, under another request
for record keeping info, and in connection with this documentation, the
updated contact lists for the various parishes she was working on. She
expected this to be sufficient.
The problem with this approach, is that while it shows numbers that might have
been called, it doesn't show the actual numbers called, or for how many
minutes. She expected us to pay her full bill, including personal calls, basic
plan fees, data plans if any, and associated or incidental fees. That simply
was and is out of the question. As it was, we had not only not requested her
to make this level of calls, we had explicitly instructed her NOT to, that
this was the duty of the various Parish Organizers, and that we could not
afford her time or the expenses.
As of today, she has decided to put this "on the back burner." Though I have
informed her in my letter to her concerning not offering her another contract,
that if she submits the proper documentation, for LPL calls made through today
at 2pm, we will pay for those minutes. She must submit the documentation for
Jan 1- March 31st no later than Monday, and she can submit the early April
documentation when the bill becomes available in late April or early May.
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*#6 - Questionable conduct which damages the good name of the LPL and its
officers*
At the time of our re-negotiations in early March, Ms. Adams made two
solicitations to two individual party members for $100. She did so, stated in
the solicitations, in an effort to show she can bring in money to help pay her
contract. In an effort to gain sympathy for her position, she played very
loose with the facts of the time, and in doing so, clearly intended to portray
the LPL as intentionally not compensating her properly, in short - we were
overworking her and underpaying her.
She claimed at the end of February that she had worked for the LPL for seven
months, full time, for only $200 per week. However, at that time, she had only
been with us 6 months, had been under a contract that only offered part time
work, and that as of early January had been increased to $250 a week. She had
not worked for us as long as she claimed, was getting paid more than she
claimed for part of that period, and was not asked by us to work more than 15
hours a week. If she was working longer hours, that was her own doing, and
not at our request.
She likewise, claimed to work for the Ron Paul campaign for "six months for
free." She made no mention of the 8-10 weeks she worked for them and got paid
nearly $6000 for doing so.
The intention was clear. She played loose with the facts. In consultation
with another Board member, I withheld offering those donors reimbursement for
solicitation under "false pretenses" and they had not requested such.
Additionally, at the same time, she informed me that people were offering to
pay her directly and explicitly NOT donate to the LPL, because we were
overworking and underpaying her. She acted like she was doing us a favor by
refusing these offers and asking them to donate to the LPL anyway.
The problem here is that unless she was complaining to our donors and members
that she was being overworked and underpaid, unless she was bad mouthing the
Board and the LPL, there is no reason for anyone to even make such an offer.
This behavior, especially in light of the fact that the level of her work was
in excess of what we were requesting, is entirely unacceptable.
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For reasons #2 - #6 I decided on March 8th, that unless finances magically
improved to such an extent that we could afford $26k a year or more, and thus
remove the likely causes of her otherwise questionable behavior, and her
refusals to perform under contract, that I would not offer a new contract on
April 13th.
Since our financial position is effectively no different than it was on March
8th, if not even more precarious, and because therefore these other issues
will not be mitigated or solved and are inexcusable regardless of the reasons
for them, I can find no justification to offer Ms. Adams another contract.
She is very good at what she was doing. But it was something we did not ask
her to do, and cannot afford to pay her to do. And even if we were to take
her on only in that role, her behavior under the present and previous
contracts, tells me we should not do so.
The tasks we envisioned originally for an Executive Director, including the
coordination of Parish Organizers, can still be done by a part-time staffer,
under a more tightly worded contract, for about $150-$200 per week.
We should take the time to improve the terms and wording of the contract, take
time to shore up our financial position, and find a better candidate for the job.
--
In Liberty,
Adrien Monteleone - Chairman
Libertarian Party of Louisiana
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