State Central Committee Appeal Cover Sheet

The Committee requests that appellants fill out this cover sheet and submit it with any appeal. It
includes a checklist of items required for a proper appeal by the Party Plan and the Committee’s
policy, as well as a list of additional factors to consider before filing an appeal.

Name and contact info of appellant: Craig Storrs, Jr. | 610-984-5287 | craig.storrs.jr@gmail.com
Date of Appeal filing: 8/3/2018

Checklist (Party Plan Requirements)

1. Timeliness—Are you filing within 30 days of the decision from which you are
appealing?
a. Yes – Appeal heard and rejected by 6th DC on 7/5/2018
b. No—Your Appeal is Time Barred.

2. Petition Signatures—Is your appeal accompanied by a petition with at least 25 Party

members of the unit or district affected (For mass meetings, party canvasses or
conventions with fewer than 125 participants, the petition need only have the signatures
of 20% of all participants)
a. Yes
b. No—Your Appeal has insufficient support to be considered.

3. Adverse Affect—Does your appeal state the way in which you are adversely affected by
the decision from which you appeal?
a. Yes
b. No—You are not qualified to Appeal unless you are adversely affected.

Checklist (State Central Committee Policy)

1. Specific—Does your appeal include a specific statement of the decision from which you
are appealing? Describing a circumstance or set of facts is not sufficient. Appeals must be
made from decisions.

Yes

2. Remedy—Does your appeal include a specific statement of the remedy you seek? The
Committee may craft a different remedy, but having your proposal would be helpful.

Yes

3. Grounds for Appeal—Does your appeal include sufficient reasons for the State Central
Committee to overturn the decision of the Congressional District Committee?

Yes

Page 1 of 15
 4. Record—Have you included all relevant material with your appeal? You should include
the complete record with your appeal, including materials prepared by both sides for
review by unit, legislative district, and/or congressional district committees, as well as
any written decision reached by those committees. If you are appealing to the State
Central Committee because a Congressional District Committee failed to render a
decision in writing within the time prescribed by the Party Plan, you should clearly
indicate so in the appeal.

The appeal and complete record should be submitted at least two weeks prior to the State
Central Committee meeting. Any rebuttal material should be submitted at least one week
prior.

Yes

Other Factors to Consider

1. Impact of Decision—If your appeal is granted, will it change anything. For example, if
the 12th District Committee used the term “Humpback Whale”, but you believe that it’s
full species name, “Meagtera novaeangliae” would be more appropriate, even if the word
changed, the unofficial symbol will look the same. Is there any utility to pursuing the
appeal?

Yes

2. Timing—If your appeal will not be considered until the next State Central Committee
meeting, will the decision come in time to make a difference?

Yes

3. Clear Error—Was there a clear error? If the District Committee's decision was
reasonable, but not the outcome you hoped for, does it warrant appeal to the State Central
Committee. Where reasonable people can differ about the correct decision and no clear
error was made, do you have a compelling case for the State Central Committee to
overturn a District Committee decision?

Yes

4. Precedent—Have you considered how similar matters have been resolved in the past?
Have you considered whether any rulings or interpretations by a General Counsel are
relevant to the resolution of the dispute? If your position runs against the weight of
precedent or the conclusions of a General Counsel opinion, the State Central Committee
is unlikely to grant your appeal.

Yes

5. New Matters—Does your appeal include any new matters not addressed at earlier
proceedings? If your appeal includes facts or arguments not available at the unit,

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 legislative district, or congressional district committees, you should not bring it to the
State Central Committee. You may request that the relevant committee reconsider its
decision based on that additional information, but the State Central Committee will not
likely take an appeal that present new questions. It provides an appeal of last resort and
has no jurisdiction to hear new questions.

No

6. Attempts to resolve—Have you made all possible efforts to resolve the dispute without
resort to an appeal? Accommodations reached by unit, legislative district, or
congressional district committees are more likely to be mutually satisfactory and to
resolve issues in a more timely fashion than an appeal to the State Central Committee.
The parties to any disagreement should make every effort to resolve differences without
resort to further appeal.

Yes – Appeal heard by 6th District Committee on 7/5/2018. Rejected 20-12

Page 3 of 15
 An Appeal
To the State Central Committee of the Republican Party of Virginia
Made Friday, August 3, 2018
Appellant: Craig Storrs, Jr. – 6th District Central Regional Vice-Chairman

I. Background and Summary

Pursuant to Article X of the Plan of Organization of the Republican Party of Virginia

(“Party Plan”), we, the undersigned Republicans in the Sixth Congressional District hereby appeal

an illegal motion to allocate up to $30,000 for the Federal Election Commission (“FEC”) legal

defense of the former Sixth Congressional District Committee Chairman (“Sayre”), the current

Secretary of the Sixth Congressional District Committee (“Kwiatkowski”), the former Secretary

of the Sixth Congressional District Committee (“Gates”), the current Treasurer of the Sixth

Congressional District Committee (“Moser”), the former Treasurers of the Sixth Congressional

District Committee (“McWilliams” and “Tucker”), and the Sixth Congressional District

Committee (“the Committee”) as a whole; to retain the Bopp Law Firm of Terra Haute, Indiana

(“Bopp”) as the Committee’s representation to the FEC; and to appoint the Waynesboro City

Chairman, Ken Adams (“Adams”) and the Staunton City Chairman, Matt Fitzgerald (“M.

Fitzgerald”) as the Committee’s sole representation to Bopp. Collectively, the above-referenced

motion shall be hereinafter referred to as “the motion.”

Utilizing a majority on the Committee as a weapon, Adams presented the motion at the

Committee’s meeting on June 23rd, 2018 in Harrisonburg, Virginia. The ensuing discussion and

debate presented a litany of complications, which will be described herein. In that meeting, the

Warren County Chairman, Stephen Kurtz (“Kurtz”), specifically stated that “the bylaws do not

overrule the vote of the Committee.” This presentation of opinion, followed by the ensuing

Page 4 of 15
affirmative vote to violate the Committee’s bylaws shows a blatant disregard for the Party Plan

itself.

Adams’ motion to allocate up to $30,000 for the legal defense of the former Chairman, the

current and former Secretaries and Treasurers, and the Committee as well as to retain Bopp as the

Committee’s representation to the FEC, and to appoint Adams and M. Fitzgerald as the

Committee’s sole representatives to Bopp represents clear conflicts of interest as well as violations

of the Sixth District Bylaws – additionally, A. Fitzgerald’s proxy on June 23rd represents a

violation of the Party Plan.

Furthermore, the systematic dismantling of Chairman Jennifer Brown’s (“Brown”)

authority to act as a District Committee Chair presents a clear and present danger to the continuity

of governance by the Committee and undermines the integrity of the Republican Party of Virginia

itself (“RPV”).

This motion was appealed to the Committee, which met on July 5th, 2018 in Rockbridge

County, Virginia, and the appeal was rejected 20-12. Specifically, we allege:

II. ADAMS’ MOTION CREATES ADDITIONAL CONFLICTS OF INTEREST

During the 2018 Sixth District Convention, the Committee was irreparably tainted by

accusations of impropriety, conflicts of interest and breaches of the Party Plan’s requirement that

Party officials exercise their best efforts to conduct the business of the Party in good faith, with

reasonable care, skill, and diligence. A number of individuals who had been serving in official

capacities on the Committee, past and present, appear to have financial conflicts of interest violated

the Party Plan and now appear to benefit by having attorney fees paid by the Committee for their

own illegal conduct. These individuals were conflicted during the Convention and they remain

Page 5 of 15
conflicted now. Additionally, these conflicts were never formally disclosed, as required by the

Party Plan.

According to published reports1, Sixth District Chairman Scott Sayre employed U.S.

House candidate Cynthia Dunbar through his company, Sayre Enterprises, in 2017. Public

financial disclosures show Dunbar receiving more than $5000 (exact amount unknown) for

“research and development.” This arrangement resulted in a complaint to the FCC concerning

whether it constitutes an illegal, doubly source-prohibited in-kind contribution from a corporation

with substantial federal defense contracts. It does not appear that this arrangement was disclosed

in accordance with Section J prior to its public revelation on March 23rd, 2018.2

Adams’ motion to authorize $30,000 in Committee funds to pay attorney’s fees to cover

Sayre and Dunbar amounts to a financial windfall to Sayre and Dunbar. Furthermore, it may create

additional conflicts of interest and additional FEC compliance issues. Based on her own financial

disclosure reports, Cynthia Dunbar’s campaign is broke and it would also appear that she

personally does not have the money to cover legal fees for her own campaign. Whatever the

hardship, Cynthia Dunbar’s failure to adhere to campaign finance law should not result in a

financial burden to the Committee.

Sayre should also be responsible for his own conduct. This entire matter stems from Sayre’s

actions aimed at circumventing federal campaign laws. Without Sayre’s conduct, none of this

1
http://www.richmond.com/news/virginia/government-politics/fec-complaint-gop-official-who-
put-congressional-candidate-cynthia-dunbar/article_ddb865b1-f4da-520a-9f31-
37aa7b0b1c44.html
2
https://bearingdrift.com/2018/03/23/records-show-house-candidate-cynthia-dunbar-payroll-
party-chairmans-company/

Page 6 of 15
would even be necessary. These conflicts of interest have impaired the Committee’s ability to

conduct business because of the loss of public trust.

Accordingly, relief from State Central Committee is not only merited but also necessary.

III. VIOLATION OF SIXTH DISTRICT BYLAWS

Adams’ Motion also violates the Committee’s Bylaws with respect to the Appointment of

Special Committees. Article VII, Section B (Special Committees) of the Sixth District Bylaws,

provides that “[T]he District Committee may also appoint an ad hoc committee for a specific

purpose by a three-fifth’s (3/5ths) vote of the members in attendance at a duly convened meeting.”

Per the Committee’s bylaws, “The Chairman shall appoint the ad hoc committee chairman and

members” (Article VII, Section B). The Adams’ Motion failed to conform because it created an

ad hoc committee (which actually failed to obtain the necessary 3/5ths vote) while appointing

membership. Despite the fact that the bylaws allow the Committee to appoint an ad hoc

committee, that does not negate Brown’s authority to appoint ad hoc chairmen and committee

members. Any argument to the effect that this is not an ad hoc committee is nonsense, due to the

fact that there is a specific purpose as required by Article VII, Section B (as noted above).

As noted in the summary earlier, there was evidence of clear intent against the Committee’s

bylaws, the Party Plan and Robert’s Rules of Order. Kurtz noted specifically that he believed that

“the bylaws do not overrule a vote of the Committee.” This was identified immediately as incorrect

in the June 23rd meeting and then re-identified in the July 5th appeal meeting. However, order of

precedence states that when the party plan and bylaws are silent, Robert’s Rules of Order apply.

Specifically, Robert’s Rules of Order states that the bylaws cannot be suspended unless the bylaws

themselves allow for their suspension. “Rules contained in the bylaws (or constitution) cannot be

Page 7 of 15
suspended – no matter how large the vote in favor of doing so or how inconvenient the rule in

question may be – unless the particular rule specifically provides for its own suspension, or unless

the rule properly is in the nature of a rule of order as described on page 17, lines 22-25.” The

Committee’s bylaws do not allow for their own suspension3.

In effect, by Kurtz’ admission that “the bylaws do not overrule the vote of the Committee,”

the voting majority purposely and willfully violated the Party Plan, the Sixth District Bylaws, and

Robert’s Rules of order in one shot to protect the motion to allocate $30,000, to create the ad hoc

committee, and to strip Brown of her authority.

Accordingly, relief from State Central Committee is not only merited but also necessary.

IV. PROXY VIOLATION AND VIOLATION OF THE PARTY PLAN

The Committee’s bylaws require a 3/5 vote to create an ad hoc committee. Anne

Fitzgerald (hereinafter referred to as “A. Fitzgerald”) is one of the Committee’s State Central

Committee (hereinafter referred to as “SCC”) members. By virtue of that position, she holds a

voting position on the Committee. On June 23rd, she represented her husband, M. Fitzgerald, as

the proxy for Staunton City and she issued a proxy to Tommy Moser for her SCC seat. This was

in violation of the Party Plan.

ARTICLE VI, SECTION H. Unit Chairmen Who Serve as Congressional District State

Central Representatives

Whenever a Unit Chairman shall be elected to serve as a Congressional District Chairman

or Congressional District State Central Representative (as provided in Article II, Section

A. 10, 11, or 12), the Unit Chairman shall serve and vote on the Congressional District

3
RONR (11th ed), p. 263, ll. 1-7
Page 8 of 15
 Committee only as a State Central Representative. In his capacity as a Unit Chairman he

shall designate a person residing in that part of the unit located in the same Congressional

District to serve at the pleasure of the Unit Chairman as the Unit’s representative on the

Congressional District committee with the authority and vote of a Unit Chairman. This

provision shall apply whether the Unit Chairman shall have been elected to serve as a

State Central Representative either prior to or subsequent to his election as Unit

Chairman.

Irrespective of whether or not A. Fitzgerald was elected to serve as the Staunton City

Chairman, she was acting in the capacity as the Staunton City Chairman during the June 23rd

meeting. This is in direct contravention to Article VI, Section H of the Party Plan in that she did

not cast her vote in her capacity as a State Central Committee representative.

During the July 5th special meeting to hear this appeal, M. Fitzgerald made the motion to

void A. Fitzgerald’s proxy and lower the number in attendance from 32 to 31 (declaring A.

Fitzgerald as being absent) and thereby lowering the 3/5 threshold from 20 to 19. The

Committee accepted this motion.

However, only an absent member may be represented by proxy. If A. Fitzgerald was

physically present at the June 23rd meeting, she could not be represented by proxy. Therefore, A.

Fitzgerald was at the June 23rd meeting in two capacities. The bylaws require a 3/5 vote of the

members in attendance at the meeting. If we void A. Fitzgerald’s proxy vote, she is still physically

in attendance at the meeting – just ineligible to vote because she cannot carry two votes. A.

Fitzgerald’s vote as M. Fitzgerald’s proxy still stands and the attendance record at the Sixth District

Committee’s June 23rd meeting stands at 32 voting members present because A. Fitzgerald was

physically present at the meeting, the voting record should merely reflect an abstention. The

Page 9 of 15
motion by M. Fitzgerald at the July 5th meeting does not void A. Fitzgerald’s presence at the June

23rd meeting, merely her SCC proxy vote.

Because of this defect, the Adams’ Motion on the ad hoc committee is deficient and relief

from SCC is merited.

V. CONFLICT OF INTEREST
The Committee has been mired in conflict and accusations of impropriety for almost nine

months. The Party Plan requires that party officials exercise due diligence and care in the exercise

of their authority and the conduct of party business. The FEC complaints bring to light several

glaring accusations of improprieties by Sayre, McWilliams, and the Committee prior to the

election of Brown.

The FEC complaints allege that there were/are conflicts between Sayre and then-candidate

Cynthia Dunbar, that there was a co-mingling of funds between the Committee’s state and federal

accounts, and that Sayre failed to report a variety of donations to the Committee.

The Party Plan requires:

ARTICLE VII, SECTION J. Ethical Conduct

1. Voting members of official committees shall exercise their best efforts to

conduct the business of the Party in good faith, with reasonable care, skill, and

diligence. They shall hold as confidential all party information, documents, and

communications clearly designated as confidential of for limited dissemination

or use by adopted policy of the committee. They shall refrain from participating

in unethical activity, diminishing the dignity and credibility of the the Party.

2. Recognizing that not all possible conflicts represent an actual conflict of

interest, voting members of the State Central Committee and District

Page 10 of 15
 Committees shall voluntarily disclose, in writing, any known potential or actual

conflicts of interest to all members of the official committee on which they serve

in a timely manner after becoming aware of such conflict.

There are multiple conflicts of interest with allowing Bopp to represent the Sixth District

Committee. Bopp represents Dunbar in her capacity as a former Congressional candidate. The

voting majority of the Committee voted to retain Bopp in the above-mentioned motion – all arising

from the same action. It should also be noted that Dunbar is a member of the Sixth District

Committee by virtue of her position as National Committeewoman.

The interests do not align in terms of representing Sayre and the Committee. Sayre’s

actions and appearance of unethical behavior are contributory actions that placed the Committee

as the focus of multiple FEC complaints. Sayre’s pass-through payment to Dunbar from Sayre

Enterprises is a private action not involving the Committee. Therefore, it is clear that the interests

of the Committee, Sayre, and Dunbar are not aligned.

Adams held himself out as being able to negotiate on behalf of the Committee to Bopp and

presented the Committee with legal opinions from Bopp and other work that Bopp has allegedly

completed before the original motion on June 23rd and while this motion has been under appeal.

This presents a massive conflict of interest in that Adams, M. Fitzgerald, and the voting majority

seem to be prioritizing the efficacy of the legal defense for Sayre and Dunbar over the interests of

the Committee.

While Article VII, Section J appears to be a self-enforcing provision in the Party Plan,

when there is blatant disregard for the Party Plan and the ethical conduct provisions encased therein

– the SCC and the Republican Party of Virginia must act to maintain the credibility of the Party.

The actions by the voting majority diminish the dignity and credibility of the Committee within

Page 11 of 15
the Sixth Congressional District and jeopardize the legitimacy of the Committee to execute the

stated purpose of the Republican Party of Virginia:

PREAMBLE

The Republican Party of Virginia is a free association organized for the purposes

of promoting the principles and achieving the objectives of the Republican Party,

electing duly nominated or designated Republican candidates to public office, and

performing official actions within the Commonwealth of Virginia, consistent with

these purposes.

RULE 1.7 of the Model Rules of Professional Conduct4

Conflict of Interest: General Rule.5

(a) Except as provided in paragraph (b), a lawyer shall not represent a client if the

representation involves a concurrent conflict of interest. A concurrent conflict of

interest exists if:

(1) the representation of one client will be directly adverse to another client; or

(2) there is significant risk that the representation of one or more clients will be

materially limited by the lawyer’s responsibilities to another client, a former

client or a third person or by a personal interest of the lawyer.

(b) Notwithstanding the existence of a concurrent conflict of interest under paragraph

(a), a lawyer may represent a client if each affect client consents after consultation,

and:

4
It should be noted that Appellant is not an attorney and cannot render legal advice.
5
http://www.vsb.org/pro-guidelines/index.php/rules/client-lawyer-relationship/rule1-7/
Page 12 of 15
 (1) the lawyer reasonably believes that the lawyer will be able to provide

competent and diligent representation to each affected client;

(2) the representation is not prohibited by law;

(3) the representation does not involve the assertion of a claim by one client

against another client represented by the lawyer in the same litigation or

other proceeding before a tribunal; and

(4) the consent from the client is memorialized in writing.

Notwithstanding any opinion to the contrary by Bopp, it is roughly inconceivable to

imagine an instance where every criteria in section (b) of the above-referenced Rules of

Professional Conduct is met in its entirety. Should evidence of wrongdoing by any party come to

light, it will irretrievably damage the lawyer-client relationship with the other remaining clients.

VI. ADAMS’ MOTION NOT NARROWLY TAILORED

The biggest FEC complaint is against Scott Sayre and Cynthia Dunbar’s employer-

employee relationship and the pass-through payment. Most legal observers agree that the

Committee’s liability in the FEC complaints is minimal, at best.

Bopp has not provided the Committee with a breakdown of billing allocation between the

parties. The Adams’ motion precludes Brown from even inquiring, given that the motion

appoints Adams and M. Fitzgerald as the Committee’s sole representatives to Bopp. Because the

Adams’ motion provides a blanket $30,000 to cover the legal defense without any specificity, it

would appear that this money is actually being used to cover the attorney’s fees for Sayre and

Dunbar.

Page 13 of 15
 Neither the Party Plan nor the Sixth District Bylaws permit the Committee to hire outside

legal representation, particularly when the Committee serves under the auspices of the

Republican Party of Virginia and is covered under the RPV legal umbrella. If Sayre and Dunbar

have exposure, that is the liability of Sayre and Dunbar – not the liability of the Committee.

The overall dollar amount is gross, to the extreme, and shocks the conscience of what we

(as the Republican Party) are trying to promote, which is fiscal responsibility. Other lawyers

have speculated that they could handle a similar action for less than $5,000. When the

Republican Party of Virginia states in its Creed that “We believe…that fiscal responsibility and

budgetary restraints must be exercised at all levels of government…” – it shocks the conscience

to frivolously allocate up to 85%+ of the Committee’s available funds for legal defenses in the

midst of a general election cycle.

VII. RELIEF REQUESTED

The undersigned Republicans within the Sixth Congressional District hereby request that

the State Central Committee expeditiously review the abovementioned allegations and void the

motion made by Adams on June 23rd, 2018 to protect the dignity, credibility, and the ability of the

Committee to operate within the Sixth Congressional District.

The undersigned Republicans within the Sixth Congressional District hereby request that

the State Central Committee declare that A. Fitzgerald’s proxy’s vote on June 23rd is voided due

to her attendance at the meeting and her carriage of M. Fitzgerald’s proxy for Staunton City –

thereby instituting only 19 affirmative votes to pass Adams’ motion, 12 negative votes, and 1

abstention.

Page 14 of 15
 The undersigned Republicans also request that the State Central Committee declare the

voting membership in attendance for the June 23rd meeting at 32, requiring a 3/5 vote of 20 to pass

the original motion.

As a consequence of the immediate above request, the undersigned Republicans finally

request that the State Central Committee declare that Adams’ motion having failed to pass the

Sixth District Congressional Committee for lack of reaching a 3/5 affirmative vote. We also ask

for any other additional relief that the State Central Committee shall deem necessary and proper.

Appendices

Appendix A: Minutes from the June 23rd, 2018 Sixth Congressional District Committee Meeting
Appendix B: Minutes from the July 5th, 2018 Sixth Congressional District Committee Meeting

Note: Any errors or inconsistencies in minutes are not the purview of the appellant.

Page 15 of 15
 Sixth Congressional District Republican Committee Meeting
Saturday, June 23, 2018
Rockingham County Administration Building
20 E. Gay Street, Harrisonburg, VA 22801


1. Opening
The meeting was called to order by Chairman Jennifer Brown at 10:00.

Dewey Richie gave the Invocation.

Vance Wilkins led the group in the Pledge of Allegiance.

Steve Kurtz read the Republican Creed.

2. Temporary Secretary
Sandy Adams was elected Temporary Secretary.

3. Proxy Committee
Chairman Brown appointed Craig Storrs as chair of the Proxy Committee. The
Committee included: Doug Smith, Carrie Thompson, and Bryan Cave.

4. Roll Call of Members
The Temporary Secretary called the roll of voting and non-voting members.

Voting Members present: Jennifer Brown, Matt Tederick (until the election of
officers), Jonathan Comer, Craig Storrs, Steven Richards, Vance Wilkins, David
Fisher, Donald Helms, Nancy Stone, Larry Bandy, Doug Smith, Wendell Walker,
Bryan Cave, Charlie Nave, Dan Webb, Randy Gilbert, Stephen Kurtz, Ken Adams,
Nate Boyer (State Central), Steve Troxel, Joseph Sonsmith, Carrie Thompson, Patsy
Walker, Skyler Zunk.

Voting Members Present by Proxy: Sandy Gates by proxy (until the election of
officers) Sandy Adams, Hud McWilliams by proxy (until the election of officers) Lois
Paul, Ken Elkins by proxy Sharon Griffin, Nate Boyer (Bedford) by proxy Craig
Newman, Dan Cullers by proxy Dewey Richie, Matt Fitzgerald by proxy Anne
Fitzgerald, Anne Fitzgerald by proxy Tommy Moser, Josiah Tillett by proxy Tommy
Kelley.

Voting Members Absent: none

Non-Voting Member present: Wendell Walker (Western Vice-Chair) by proxy
Terry Kelley, Nancy Dye

Non-Voting Members Absent: Cynthia Dunbar

1
Number of Voting Members Present

There were 32 voting members present. Two-thirds would be 22 members. Three-
fifths would be 20 members.

5. Approval of the Proxy Report

Craig Storrs reported that all proxies are in order.

Craig Newman made a motion to accept the report of the Proxy Committee. The
motion was seconded and passed.

6. Approval of the minutes of the April 28, 2018 meeting

Dan Webb made a motion to dispense with the reading of the minutes. A second was
given and the motion passed.

A motion was made to accept the minutes as published. The motion was seconded
and passed.

7. Treasurer’s Report
The Chairman read the Treasurer’s report that was provided by Hud McWilliam’s
proxy, Lois Paul. A copy is at Attachment 1.

Patsy Walker made a motion that copies be provided to Committee members. The
motion was seconded and passed.

8. Chairman’s Report
The Chairman reported on the Convention. She reported that Standing Committees
will be re-organized soon. The Committee has two candidates to support in the Fall:
Corey Stewart and Ben Cline.

The Chairman introduced Ben Cline who spoke about his Campaign.

The Chairman appointed Ed Long as Parliamentarian. Doc Troxel made the
statement that it was inappropriate for the husband of a person who had filed one of
the FEC complaints to serve as parliamentarian when the committee would be
discussing how it would be handling the FEC complaints. The Chair noted the
statement, but allowed Ed Long to continue as parliamentarian.

The Chairman appointed Tommy Kelley to be Sergeant-at-arms.

9. Election of Officers
The Nominations Committee, chaired by Craig Storrs and including Craig Newman,
Nancy Dye and Dan Webb, announced that six individuals had filed to run for office.
Dan Cullers and John Massoud have filed for the office of Vice-Chair. Mac Westland

2
and Karen Kwiatkowski have filed for the office of Secretary. Donna Moser and
Brian Plum have filed for the Office of Treasurer.

Craig Storrs explained the balloting process. Each of the six candidates gave a short
speech and answered questions. The Nominations Committee met and reported that
all candidates were eligible. Craig Storrs made a motion to approve the report. The
motion was seconded and passed.

Balloting proceeded.

Craig Storrs introduced Wendell Walker who made a motion that John Massoud be
elected Vice Chair by acclimation. The motion was seconded and passed.

Mac Westland made a motion that Karen Kwiatkowski be elected Secretary of the
Committee by acclimation. The motion was seconded and passed.

Brian Plum made a motion to elect Donna Moser Treasurer by acclimation. The
motion was seconded and passed.

(The above portion of the Minutes has been prepared by the Temporary Secretary,
Sandra J. Adams)

At this point the newly elected officers took their positions.

Voting Members present: Jennifer Brown, John Massoud, Karen Kwiatkowski,
Donna Moser, Jonathan Comer, Craig Storrs, Steven Richards, Vance Wilkins,
David Fisher, Donald Helms, Nancy Stone, Larry Bandy, Doug Smith,
Wendell Walker, Bryan Cave, Charlie Nave, Dan Webb, Randy Gilbert, Stephen Kurtz,
Ken Adams, Nate Boyer (State Central), Steve Troxel, Joseph Sonsmith,
Carrie Thompson, Patsy Walker, Skyler Zunk.

Voting Members Present by Proxy: Ken Elkins by proxy Sharon Griffin,
Nate Boyer (Bedford) by proxy Craig Newman, Dan Cullers by proxy Dewey Richie,
Matt Fitzgerald by proxy Anne Fitzgerald, Anne Fitzgerald by proxy Tommy Moser,
Josiah Tillett by proxy Tommy Kelley.


10. FEC Complaints and Compliance

Chairman Brown informed the committee that several of the people named in the
FEC complaints made prior to the 2018 6th District convention had filed extensions
for their responses. Ken Adams was recognized and made a motion, in summary, to
have the 6th District Committee retain a Special Counsel to defend the 6th District
committee, its current and previous Treasurers, Secretaries and Chairman, from the
accusations made in complaints to the FEC. This motion appoints James Bopp, Jr. of
the Bopp Law Firm in Terre Haute, Indiana, names two committee members as

3
representatives to the Special Counsel, and approves payment of legal fees of up to
$30,000. The motion delineates that funds are to be expended only in defense of the
named committee, and past and present officers, and for no other persons, including
recent candidates for public office. Full text of this motion is below, and it is also
found as Attachment 2 to these minutes:

“The 6th District Committee shall retain a Special Counsel to defend the 6th District
Committee, its current and previous Treasurers and Secretaries and its previous
Chairman, from the accusations made in complaints to the Federal Election
Commission.

The Committee appoints James Bopp, Jr. of the Bopp Law Firm, PC of Terre
Haute, Indiana as the Special Counsel.

The Committee appoints Ken Adams and Matt Fitzgerald to serve as the
Committee’s sole representatives to the Special Counsel. They shall provide oversight
and direction to the Special Counsel on behalf of the Committee as the client. They
shall report the status of the Federal Election Commission complaints at all regular
meetings of the Committee until the complaints are resolved.

The Committee approves the payment of legal fees, up to the amount of
$30,000.00. It is understood that according to the bylaws, the Committee may not
incur debt for any reason whatsoever. Accordingly, no legal fees shall be incurred in
excess of the Committee’s cash on hand at any given time.

The Chairman or the Treasurer is authorized to sign legal and financial
documents that may be required to defend the 6th District Committee, its current and
previous Treasurers and Secretaries and its previous Chairman.

Funds shall be expended pursuant to this motion only in defense of the 6th
District Committee, its current and previous Treasurers and Secretaries and its
previous Chairman, and for no other persons.”

The motion was seconded.

Discussion of the motion began. A summary of early concerns included Craig Storrs
suggestion that the motion was premature, ill-advised, and as the FEC complaints
are not yet to the litigation stage, potentially unnecessary. Mr. Storrs also stated

4
that the motion could not appoint people other than the Chair to be the sole point of
contact with an outside counsel.

Mr. Adams explained that how the various FEC complaints impact the committee
and its membership, and the committee itself must be defended legally. He
explained that the Bopp Law Firm is the recognized expert in FEC law, a specialized
and unique area of law. He pointed out that having this defense in place is a benefit
to the Chairman, specifically as some of the complaints were generated during an
election where she ran against the incumbent Chairman.

Dan Webb asked why the committee was not relying on RPV counsel for its defense.
He informally offered a substitute motion, and discussion of the RPV role ensued.
Chairman Brown stated that she had been told by RPV chair Whitbeck that she has a
statement from him that she as Chair is protected from these particular FEC
complaints. Steve Kurtz noted that RPV should have been proactive, and Wendell
Walker asked if Ken Adams had gone to RPV legal counsel prior to developing this
motion. Chairman Brown repeated that the Adams motion on the floor was
premature.

Vance Wilkins reminded the Chair that Dan Webb’s substitute motion had not been
formally made. Mr. Webb then made a motion “The Committee will reach out to the
RPV General Counsel, receive from them advice going forward, and assurance that
they will be defending us (the committee) in court with regard to any legal action
[resulting from the FEC complaints].” This was seconded.

Wendell Walker motioned to call the question on Dan’s substitute motion, Craig
Storrs seconded. This motion did not gain 2/3 of the votes, and discussion
continued.

Steve Richards spoke to the Bott Law Firm’s qualifications in FEC litigation. Nate
Boyer and Don Helms spoke in support of proactively defending the committee
members. Nancy Dye made a recommendation that a committee be appointed to
look into any required defense of the committee. Mr. Adams explained that the FEC
would be acting on July deadlines, in only a few weeks time. Nancy Stone indicated
she did not want to expend funds on defending the committee or its members.

Anne Fitzpatrick asked the Chair about the nature of the existing Committee
insurance, and whether it covers committee members. The Chairman Brown stated
that existing RPV insurance covers committee members, but offered no further
detail.

Charlie Nave spoke against Mr. Webb’s substitute motion (and for Mr. Adams
motion) stating that the RPV has been silent on these FEC complaints and has not
been proactive in assisting the 6th District Committee. Doc Troxel stated that we
need specialized legal expertise to ensure we have a vigorous defense. Carrie

5
Thompson stated that we must have a FEC trained lawyer. It was mentioned several
times that the RPV counsel expertise was generalist, not FEC-specialized.

Mr. Storrs stated that we cannot help Ben Cline in his congressional race if we spend
the money on defense of the committee.

Steve Kurtz called the question, and it was seconded but further discussion was
allowed by the Chair for those with their hands up. Wendell Walker stated that
when the RPV gets involved in our cases, they will hire outside counsel with the
appropriate expertise. Patsy Walker stated that she opposes the Adams motion and
believes a committee should be formed to review any contracts with outside
counsel.

Mr. Kurtz again called the question, and it was seconded. A voice vote was held, and
the Chair declared that the substitute motion passed. Ms Fitzpatrick called a
Division of the House, a standing vote was held on the question, and it was rejected
by a 2/3 majority.

The committee returned to debate of the original Adam’s motion. Mr. Adams read a
summary version to the committee. Mr. Storrs stated that the Chairman must
appoint the people designated to deal with the legal firm; Doc Troxel stated that the
Chair may be directed to appoint the legal liaison in a separate motion. Mr. Storrs
referred to Article 7, Section B, of the Bylaws that requires a 3/5 vote of members to
establish ad hoc committees, as described in the motion.

Mr. Kurtz called the question, and it was seconded. The Chair ruled that the motion
would be separated into two motions, one of which would form the committee to
liaison with the law firm and that the Chair would appoint the membership of the
liaison committee.

Mr. Adams appealed the Chair’s ruling, and this appeal was seconded.

Mr. Long, Parliamentarian, observed that the Bylaws state the Chair can appoint the
committee. Mr. Adams called a Point of Order, noting that with a 3/5 vote the
motion may include the formation of a committee.

The question “Shall the Chair’s decision to separate the motions in order to not
violate the bylaws be sustained?” was called and seconded. The appeal, rejecting
the Chair’s ruling, was passed on a standing vote.

Mr. Adams’ motion was back on the floor, and Mr. Webb called the question, and
was seconded.

A roll call vote was held, and the motion passed with a 3/5 majority of 20 votes
supporting. The vote is recorded as shown here:

6


11. Appointment of an Examination Committee to Review Committee
Financial Records

Chairman Brown appointed an Examination Committee, IAW the Bylaws Article IX,
Section C, consisting of Mr. Comer, Ms. Dye, Mr. Cullers, and Mr. Helms.

7
12. Independent Examination of Financial Records

Mr. Walker made a motion “to approve $5000 for Walter Jones CPA of Roanoke to
conduct an independent review of committee financial records to ensure they are in
compliance subsequent to the review of the Examination Committee.” The motion
was seconded.

Donna Moser asked if any research had been done to find the best person for this
task, and if we had looked at other firms. The Chair stated that “I looked at several
and this guy was the best one out of all of them.”

Doc. Troxel proposed an amendment to reduce the funding from $5000 to $2000,
and it was seconded. After discussion, the amendment was approved.

The question was called, and the motion “To approve up to $2000 for Walter Jones
CPA for an independent review of the committee financial books, subsequent to
review of the financial books by the Examination Committee.”

The motion passed.

13. Vote on Unit Committee Annual Assessment Fees.

In accordance with Article IX of the 6th District Committee Bylaws units are subject
to an assessment based on Republican voting strength in those units, and this
assessment is determined by majority vote at the first meeting following a District
Convention.

The past assessment was $1.96, resulting in $2500 annual income to the committee.
The Chair stated that voting strength increased significantly. To keep the
assessment at $2500 the assessment would be able to drop to $1.83.

Doc. Troxel made a motion “To maintain the assessment of $1.96.” The motion was
seconded.

This assessment in the previous year brought the District $2,500. Based on
information provided to the committee by the Chair and the Parliamentarian, the
assessment would increase to $2,678.

The motion passed.

14. Adopting the Budget

The Chair proposed a budget. Mr. Kurtz made a motion to adopt an alternative
budget. Mr. Kurtz’s motion was seconded.

8
Mr. Kurtz explained his budget parameters using the whiteboard, as no copies were
available. It was a more modest budget, reflecting the motions passed earlier by the
Committee. This budget would satisfy the Committee Bylaws requirement to pass a
budget by June 30th, IAW the Bylaws Article IX, Section B, para 2.

The Chair read the motion “To approve Mr. Kurtz’s proposed budget which he will
type up and send to the Secretary by COB Monday, and Madame Secretary will
distribute.”

The motion passed. A copy of the budget is provided below:

VA 6th District Republican Committee Annual Budget July 1, 2018 - June 30, 2019
Expenses
Quarterly Meetings $1,000.00
Committee Business Printing $500.00
Insurance $725.00
PO Box $65.00
Web and Social Media $500.00
GOTV $500.00
Office Supplies $100.00
Misc. Expenses $1,000.00

$4,390.00

Income
Assessments $2,676.00

Carry over needed from last year $1,714.00




15. Crisis Resolution Adopted at the Convention

The Chair appointed Al Small to be Chairman of the Crisis Preparedness Committee.
A copy of the Crisis Preparedness Resolution was distributed. Mr. Small explained
that the only requirement for Unit Participation was to provide a Crisis
Preparedness Point of Contact. According to the resolution, this would be
accomplished at the first meeting of the Committee after the Convention.

Discussion of the resolution also clarified that it was oriented towards a long-term
power-down or grid-down scenario, and would not preclude Republican units from
helping or preparing for other forms of outreach to their communities in need.

16. Reports from Unit Chairs

9

Mr. Walker made a motion to dispense with the reading of remaining reports,
including from Unit Chairs, VFRW, Young Republicans, and College Republicans.
The motion was seconded.

During discussion, Ms. Walker and Mr. Zunk expressed their desire to present their
reports.

Mr. Walker withdrew his motion.

Mr. Boyer made a motion to dispense with the readings of the Unit Chair reports,
and to have them submitted in writing. The motion was seconded, and approved.

17. Report from the VFRW

Ms. Walker gave a verbal report, detailing activities of several VFRW affiliated
Republican Women groups in the district. VFRW had its annual convention on May
4 - 6, electing new officers. Botetourt RW held its final installment of "Constituting
America". RW of Shenandoah County club held a student leadership summit in
conjunction with AFP. Central RW club held its annual Flag Day celebration in
honor of the Flag of the United States of America, and our veterans.

18. Report from the College Republicans.

Mr. Zunk gave a verbal report, stating that the 6th District had the most CR chapters
in the Commonwealth, at eight chapters, with efforts to form at two or more
chapters and expand the size of the existing chapters.

All received reports are attached.

19. Other Topics.

Doc Troxel discussed the materials that he holding that were left over from the 2018
convention. He offered to continue to store in a secure location all reusable items
for the next convention. He also has 15,000 blank ballots that cannot be used for
any purpose, and that need to be discarded.

He made a motion “To dispose of 15,000 unused and unusable ballots left over from
the 2018 6th District Convention.” The motion was seconded.

The motion was approved.

19. The next meeting is scheduled for September 15th, at 10 AM, at a location
to be announced.

10
A motion to adjourn was made by several people, and seconded by several people,
and approved. The meeting ended at 2:06 PM.



Respectfully submitted,


Karen Kwiatkowski
Sixth Congressional District Republican Committee Secretary


Attachment 1: 6th Congressional District Republican Committee Treasurer’s Report
June 23, 2018

Attachment 2: Mr. Adams Motion (passed as written)

11
Attachment 1: 6th Congressional District Republican Committee Treasurer’s
Report June 23, 2018

VA 6th Congressional District Republican Committee
June 23, 2018 Quarterly Meeting
Chair
Jennifer Brown SBE
COMMITTEE IDENTIFICATION PP-12-00505
Name of Committee 6th District Republican
Committee
Address 1063 Coronado Lane
City, State, ZIP Lynchburg, VA 24502
NAME OF REPORT VA 6th District Republican Committee Treasurers
Report
SUMMARY OF RECEIPTS AND DISBURSEMENTS
1. RECEIPTS This Period
A. Delegate Voluntary Fees $2,215.00
B. Ads/Tables for Convention $6,767.02
C. Contributions from Committees (Transfers-In) $9,820.00
D. Elections Committee Reimbursement $153.92
TOTAL RECEIPTS (Add totals from 1A, 1B, and 1C) $18,955.94
1. DISBURSEMENTS
A. Bank Fees $82.50
B. Delegate Forum Expenses $39.48
C. Office/Meeting Supplies $226.94
D. FEC Complaint Mail/Copy $46.61
E. Convention 2018 $41,367.96
TOTAL DISBURSEMENTS (Add totals from 2A and 2B) $41,763.49
CASH SUMMARY
Cash Balance at Beginning of Report $57,986.94
Total Receipts $18,955.94
Subtotal $76,942.88
Total Disbursements $41,763.49
CASH BALANCE AT END OF REPORT $35,179.39
INCURRED OBLIGATIONS (at close of period) $0.00
LOANS (at close of period) $0.00
Total of Outstanding Checks $0.00
For Treasurers Report 23-Jun-18
J Hudson McWilliams Treasurer
1063 Coronado Lane
Lynchburg, VA 24502 4340 509 3755
this is an unofficial record kept by J Hudson McWilliams, Treasurer, Va. 6th District Republican
Committee
records available for review upon request

12


Attachment 2: Motion by Mr. Adams to Retain Defense Counsel for the

Committee

I offer a motion:

The 6th District Committee shall retain a Special Counsel to defend the 6th
District Committee, its current and previous Treasurers and Secretaries and its
previous Chairman, from the accusations made in complaints to the Federal Election
Commission.

The Committee appoints James Bopp, Jr. of the Bopp Law Firm, PC of Terre
Haute, Indiana as the Special Counsel.

The Committee appoints Ken Adams and Matt Fitzgerald to serve as the
Committee’s sole representatives to the Special Counsel. They shall provide
oversight and direction to the Special Counsel on behalf of the Committee as the
client. They shall report the status of the Federal Election Commission complaints at
all regular meetings of the Committee until the complaints are resolved.

The Committee approves the payment of legal fees, up to the amount of
$30,000.00. It is understood that according to the bylaws, the Committee may not
incur debt for any reason whatsoever. Accordingly, no legal fees shall be incurred in
excess of the Committee’s cash on hand at any given time.

The Chairman or the Treasurer is authorized to sign legal and financial
documents that may be required to defend the 6th District Committee, its current
and previous Treasurers and Secretaries and its previous Chairman.

Funds shall be expended pursuant to this motion only in defense of the 6th
District Committee, its current and previous Treasurers and Secretaries and its
previous Chairman, and for no other persons.

13
 Sixth Congressional District Republican Committee Meeting
Thursday, July 5, 2018
Rockbridge County Administration Building
150 South Main Street, Lexington VA 22450


1. Opening

The meeting was called to order by Chairman Jennifer Brown at 8:00 pm.

Wendell Walker gave the Invocation.

Skyler Zunk led the group in the Pledge of Allegiance.

Doug Smith read the Republican Creed.

The Chair appointed Stuart Bain as Parliamentarian.

2. Proxy Committee
Chairman Brown appointed Craig Storrs, Dan Webb and Nate Boyer to the Proxy
Committee.

3. Roll Call of Members
The Secretary called the roll of voting and non-voting members.

Voting Members present: Jennifer Brown, John Massoud, Karen Kwiatkowski,
Craig Storrs, Steven Richards, Vance Wilkins, Ken Elkins, David Fisher, Donald
Helms, Larry Bandy, Doug Smith, Wendell Walker, Bryan Cave, Charlie Nave, Dan
Webb, Dan Cullers, Matt Fitzgerald, Stephen Kurtz, Ken Adams, Nate Boyer (State
Central), Steve Troxel, Joseph Sonsmith, Carrie Thompson, Patsy Walker, Josiah
Tillett, Skyler Zunk.

Voting Members Present by Proxy: Donna Moser by proxy Hud McWilliams,
Jonathan Comer by proxy Daryl Borgquist, Nate Boyer (Bedford) by proxy Tom
Graves, Nancy Stone by proxy Jane Burner, Randy Gilbert by proxy Dianne Wyss,
Anne Fitzgerald by proxy Sandy Adams.

Voting Members Absent: none

Non-Voting Members present: Wendell Walker (Western Vice-Chairman) by
proxy Roger Jerrell, Nancy Dye (Western Vice Chairwoman) by proxy Ginger Burg

Non-Voting Members Absent: Cynthia Dunbar

Number of Voting Members Present

1
There were 32 voting members present. Quorum was established. Two-thirds
would be 22 members. Three-fifths would be 20 members.

4. Approval of the Proxy Report

Craig Storrs reported that all eight proxies were in order. Motion to accept the
report of the Proxy Committee was made, seconded and passed.

5. Motion to Amend the Agenda. Doc Troxel had made a motion prior to the roll
call that the agenda be amended with two additions: 1) to include consider
approving the June 23rd, 2018 minutes and, 2) to add an item “Other Business” at the
end of the agenda. The motion was seconded. No vote could occur prior to the
Proxy Committee report. Discussion was suspended until after roll call and the
report of the Proxy Committee. Mr. Bain explained that amending the agenda in the
case of a special meeting would require suspending the bylaws, and thus would
require a 2/3 standing vote. A standing vote on Doc Troxel’s motion was held and
the motion was passed.

6. Approval of the minutes of the June 23rd, 2018 meeting

Dan Webb made a motion to dispense with the reading of the minutes. It was
seconded, and the motion passed.

A motion was made to accept the minutes as published. The motion was seconded
and passed.

The June 23rd minutes were discussed. Craig Storrs indicated that he was not the
Chair of the June 23rd Proxy Committee, only a member. The Treasurer’s Report
contained in those minutes did not clearly delineate the state and federal fund
accounts. The Chair directed the Secretary to ensure this was corrected.

7. Presentation of Craig Storr’s Appeal.

Dan Webb motioned that debate on the Appeal be limited to ten minutes each, pro
and con. This motion was seconded and passed.

Craig Storrs presented his appeal to the committee (See Attachment 1).

First, Mr. Storrs explained Anne Fitzgerald’s proxy for her State Central seat in the
June 23rd meeting was improper because she was present, and proxies are designed
for someone absent from the meeting. He stated that this was not noticed by the
June 23rd Proxy Committee until after that meeting. By voiding that proxy, Mr.
Storrs stated that this would take us below the 3/5 requirement to establish the ad
hoc committee established on June 23rd.

2
Mr. Storrs then discussed bylaw and party plan violations relating to ad hoc
committee formation.

Mr. Storrs discussed potential conflict of interest in utilizing the Bopp Law Firm to
be on retainer for committee defense against FEC complaints. He explained that he
understood via email from RPV counsel Mr. Chris Marston that no individual district
committee member was at risk of personal liability with regards to the FEC
complaints. Mr. Storrs stated that to think otherwise would be incorrect.

He summarized his appeal to void the motion passed on June 23rd due to invalid
proxy, violated bylaws, and lawyer conflict of interest. He stated that no motion
could strip the Chair from her fiduciary responsibility.

Mr. Fitzgerald made the following motion.

“I move that the 6th District Committee shall disqualify the proxy of Anne
Fitzgerald which was submitted at the Committee meeting of June 23, 2018.
There are two effects that result from the disqualified proxy, 1) the number
of Committee members in attendance, either in person or by proxy, is
reduced by 1, making the number in attendance 31, and 2) the number of
affirmative votes in favor of the motion to appoint a Special Counsel is
reduced by 1, making the number of affirmative votes 19.

The Bylaws of the 6th District Committee state, in part, under Article 7, B.
Special Committees, “The District Committee may also appoint an ad hoc
committee for a specific purpose by a three-fifths (3/5ths) vote of the
members in attendance at a duly convened meeting.”

Nineteen affirmative votes from 31 members in attendance equals 61.3%
and meets the requirement for a three-fifths vote. Accordingly, the
disqualification of the Fitzgerald proxy has no effect on the vote for a Special
Counsel.”

The motion was seconded.

Mr. Webb made a Point of Order, stating that he believe the appeal had to be
resolved before the vote on Mr. Fitgerald’s motion.

Mr. Bain explained that because Mr. Fitzgerald’s motion was germaine to the appeal,
the motion was in order. Mr. Webb then asked if an action that occurred at a
previous meeting could be amended. Mr. Bain stated that they could be when under
appeal.

Mr. Storrs stated that in his opinion the eliminated proxy for Anne Fitzgerald also
eliminated her attendance. A question was raised on whether any other votes taken
at the June 23rd meeting would be impacted, and it was determined that none were.

3

Mr. Boyer asked Mr. Storrs whether it was stated in any party plan or bylaws if
proxies were only to be used when a member was absent. The Party Plan (Article
VI, Section H) addresses the case of Unit Chairs who are also State Central
representatives, such that if present at a congressional district meeting, they vote as
the State Central Committee position with a proxy assigned for the Unit Chair
position.

The question was again called, seconded and passed. Mr. Fitzgerald’s motion to
invalidate Anne Fitzgerald’s proxy was then briefly paraphrased by the Chair,
seconded and passed on a voice vote.

Mr. Storrs again took the floor, discussing the bylaw violations that he said were
part of his appeal.

Mr. Fisher made a motion to stand in recess. The Chair stated that he was out of
order while Mr. Storrs was presenting his Appeal.

Mr. Adams pointed out that the written appeal address only the validity of the Anne
Fitzgerald proxy and the possibility that the Bopp Law Firm would be violating
professional rules of conduct if they represented the 6th District Committee while
also representing other FEC complainants.

Mr. Storrs offered to amend his appeal to include bylaw violations. The Chair
instructed him that it would not be possible in this special meeting.

Mr. Fisher moved that the Committee stand in recess for 10 minutes in order to read
a letter (legal brief) from the Bopp Law Firm regarding potential conflict of interest
(Attachment 2). The motion was seconded. Mr. Walker suggested in the interest of
time, that this motion be amended to call for a five-minute recess. Mr. Fisher
modified his motion to recess for five minutes. The question was called, seconded,
and passed on a voice vote.

The meeting was called into order after five minutes at 8:45 PM.

Mr. Wilkins asked if Mr. Storrs would like to withdraw his appeal, based the
previous disqualification of the Ann Fitzgerald Proxy and upon reading the Bopp
Law Firm brief. Mr. Storrs stated that having taken professional ethics courses, he
disagreed with the Bopp Law Firm assessment and would not withdraw his appeal.

Vice Chair Massoud proposed a motion. The Chair refused to recognize the Vice
Chairman. The Chair called for a vote on the Appeal. Doc Troxel called point of
order, as the Chair may not call the question. Ms. Walker then made the motion to
call the question to vote on Mr. Storrs’ Appeal, and it was seconded, and passed on a
voice vote.

4
Mr. Storrs moved to vote on sustaining his Appeal. This was seconded. A roll call
vote was called for by the Chair, and the Secretary re-read the motion, indicating
that a “yes” vote would sustain his appeal, a “no” vote would reject the appeal.
Division was called, and a Roll Call vote proceeded. Roll call vote results are as
follows, and the Appeal was dismissed.

5
8. There was a motion to adjourn, with multiple seconds. Mr. Bain clarified that
if no other motions were on the floor, the motion to adjourn supercedes everything.
Chair asked all in favor of adjourning to continue business at a later time, vote Aye,
opposed Nay. A voice vote was inconclusive. Division was called. The Chair asked
for a roll call vote on the motion to adjourn, results as follows.

6
The motion to adjourn failed on a roll call vote.

A point was made that the Committee should know how much they are paying the
Bopp Law Firm. The Chair reiterated that we are not paying them anything at this
time. Mr. Storrs stated that this matter (his Appeal) was under review at State
Central.

9. Other Business:

Mr. Fitzgerald made a motion as follows:

“I move that privileged reports or information that is received by the 6th
District Committee from its Consultants may not be disseminated publicly by
the 6th District Committee, its subcommittees, or its individual members to
anyone outside of Committee membership without an approved motion by
the 6th District Committee.” His reasoning was as follows.

Reasoning: The 6th District Committee is entering into a phase of outside
scrutiny not seen in at least a decade and quite possibly longer. It is likely
that sensitive information will be reviewed and discussed by the committee
and its membership in the coming months. I think it is safe to assume that
we all want the truth to be laid bare, but communications to those outside of
committee membership should be well reasoned and comprehensive. These
communications should reflect the truth, and only the truth, with all sides
presented. Democrats love to promote Republican infighting… frankly I
think some Republicans do as well. The purpose of this motion is to limit
opportunities for public infighting while the hired consultants do their work,
in hopes of releasing all comprehensive findings to those outside of
committee membership when the work of the consultants is completed.”

The motion was seconded.

During discussion it was noted that a member of the press was and had been
present for the duration of the meeting. Contrary to tradition, this reporter had not
been introduced or recognized at the beginning or the meeting, nor was she
introduced at that time. For the record, it was Amy Friedenberger of the Roanoke
Times.

Persons who were not members of the committee began speaking and asking
questions. Several Points of Order were called, and the Chair asked these attendees
to stop attempting to gain the floor.

Mr. Bain clarified that a simple majority vote by the committee would be sufficient
to gain committee approval for release of information covered by this motion.

7
The question was called, seconded and passed. The vote was restated, seconded
and the motion passed.

Mr. Troxel made a motion to amend/correct the assessment to 75 cents from the
$1.96 approved at the June 23rd meeting. This motion was seconded, called, and
passed on a voice vote.

10. The next meeting is scheduled for September 15th, 2018, at 10 AM, at a
location to be announced. Motions to adjourn were made by several people,
seconded, and approved. The meeting ended at 8:08 PM.



Respectfully submitted,


Karen Kwiatkowski
Sixth Congressional District Republican Committee Secretary

Attachments

1. Storrs’ Appeal to the June 23rd Approval of the Adams Motion
2. Bopp Law Firm letter on Joint Representation, dated July 4th, 2018

8
 06/26/2018

Appeal to the Sixth District Committee

Chairman Brown and Members of the Sixth District Committee,

Accept this letter as formal notice of my appeal regarding the motion made by the Waynesboro
City Chairman allocating up to $30,000 for the legal defense of the former Chairman, the current and
former Secretaries and Treasurers, and the Committee – the retaining of the Bopp Law Firm – and the
appointment of Ken Adams and Matt Fitzgerald as the Committee’s sole representatives to the Bopp
Law Firm.

This letter is accompanied by the requisite 25 signatures required by the Republican Party of
Virginia’s Plan of Organization.

Grounds for Appeal: Improperly filed proxy by Anne Fitzgerald, State Central Committee
Representative. The prima facie wrongdoing/malfeasance of individuals creates a conflict of interest
whereby this attorney cannot represent all parties due to the fact that this attorney is conflicted out
under the Professional Rules of Conduct. Therefore, the Chairman is not required to enforce what
amounts to an illegal motion passed by the Committee.

I request confirmation of receipt by the Chairman and the Secretary.

Sincerely,

Craig Storrs, Jr.

Craig Storrs, Jr.

Central Regional Vice-Chairman
Sixth District Republican Committee
JAMES BOPP, JR
jboppjr@aol.com
THE BOPP LAW FIRM, PC
________________ ATTORNEYS AT LAW

JEFF GALLANT Indianapolis Office:

jgallant@bopplaw.com THE NATIONAL BUILDING
1 South Sixth Street 6470 Mayfield Lane
TERRE HAUTE, INDIANA 47807-3510 Zionsville, IN 46077
Telephone/Facsimile
(317) 873-3061
Telephone 812/232-2434 Facsimile 812/235-3685

____________

July 4, 2018

Ken Adams Re: Joint representation of the Virginia Sixth

Virginia Sixth District Republican Committee District Republican Committee and certain
1063 Coronado Lane former officers
Lynchburg, VA 24502

Dear Ken,

You’ve asked us to provide a legal opinion on the joint representation of the Committee
and certain former officers, especially with respect to questions raised by an “appeal” presented
by Craig Storrs, Jr. on June 26, 2018 that is to be heard by the Sixth District Republican
Committee on July 5, 2018.

Background

On June 23, 2018, the Sixth District Republican Committee (“Committee”) voted to
retain The Bopp Law Firm, P.C. (“BLF”) to represent the Committee and its former officers
(“Officers”) in responding to two Federal Election Commission (FEC) “Matters Under Review”
(“MURs”). This memorandum provides the legal opinion of The Bopp Law Firm, P.C. (“BLF”)
as to the legal and ethical issues that are raised in the document titled Appeal to the Sixth District
Committee, dated June 26, 2018 (“Appeal”). Specifically, in relevant part, the Appeal asserts that
the action of the Committee approving the Agreement should be overturned because

The prima facie wrongdoing/malfeasance of individuals creates a conflict of

interest whereby this attorney cannot represent all parties due to the fact that this
attorney is conflicted out under the Professional Rules of Conduct. Therefore, the
Ken Adams
July 4, 2018
Page 2

Chairman is not required to enforce what amounts to an illegal motion passed by

the Committee.

Craig Storrs, Jr. Appeal to the Sixth District Committee (June 26, 2018). In short, the Appeal
argues that the Professional Rules of Conduct preclude BLF from representing both the
Committee and the Officers. We’ve reviewed the Professional Rules of Conduct,1 official
Comments to the Rules, opinions interpreting and cases applying the Rules and it is our opinion
that no conflict presently exists that would require BLF to withdraw from representation of either
or both the Committee or the Officers.

Moreover, based on the Rules, Comments, opinions and cases and our understanding of
the Committee’s Bylaws and the Republican Party of Virginia Plan of Organization (as amended
April 29, 2016), it is BLF’s opinion that there is no “significant risk” of a conflict later occurring
that would require withdrawal from representation of either or both the Committee or the
Officers.2

Conflicts of Interest Generally

The Rules seek to maximize a client’s choices and autonomy in choosing legal
representation. Only certain, serious conflicts of interest require that an attorney refrain or
withdraw from representation from joint clients. That is, conflicts of interest exist that
nonetheless do not require withdrawal or preclude representation of the parties by the same
lawyer. These are sometimes referred to as “waivable” conflicts—i.e., the clients can be notified
of the conflict and nonetheless agree to the joint representation. Other conflicts can so limit an
attorney’s ability to represent a client’s interests that the attorney cannot represent the clients,
even if the clients were to agree. These are said to be “non-waivable” conflicts.

Rule 1.7 provides the rules and conditions for how a conflict is to be treated:

(a) Except as provided in paragraph (b), a lawyer shall not represent a client if the

1
We take no position on whether Virginia or Indiana Rules of Professional Conduct, or
both, apply here. We’ve found no relevant difference in the analysis under either set of Rules.
Accordingly, we quote Virginia Rules for convenience sake, and provide Indiana’s interpretation
of relevant aspects of Rule 1.7.
2
The reasoning provided herein applies with equal if not greater force to any conflict of
interest between the Committee and the other parties named in the MURs. Indeed, neither the
Appeal nor any communication to BLF describes a present or possible conflict with those parties
and, to our knowledge, no plausible nonwaivable conflict exists or is reasonably likely to arise.
Ken Adams
July 4, 2018
Page 3

representation involves a concurrent[3] conflict of interest. A concurrent conflict of interest exists

if:
(1) the representation of one client will be directly adverse to another client; or

(2) there is significant risk that the representation of one or more clients will be materially
limited by the lawyer’s responsibilities to another client, a former client or a third person or by a
personal interest of the lawyer.

(b) Notwithstanding the existence of a concurrent conflict of interest under paragraph(a), a

lawyer may represent a client if each affected client consents after consultation, and:

(1) the lawyer reasonably believes that the lawyer will be able to provide competent and
diligent representation to each affected client;

(2) the representation is not prohibited by law;

(3) the representation does not involve the assertion of a claim by one client against
another client represented by the lawyer in the same litigation or other proceeding before a
tribunal; and

(4) the consent from the client is memorialized in writing.

Virginia Rules of Professional Conduct 1.7 (hereinafter “Rule”) (emphases added).

In general, Rule 1.7(a) describes a conflict of interest and 1.7(b) provides the bases for
continuing representation when a conflict exists. Note that Rule 1.7(a)(2) identifies as a conflict
of interest the cognizable risk that one will ensue, i.e., it recognizes a conflict where there is a
“significant risk that the representation of one or more clients will be materially limited by the
lawyer’s responsibilities to another client . . .”

Waivable Conflicts

Rule 1.7(b) provides the conditions under which an attorney may nonetheless continue in
the joint representation of clients where there is a conflict of interest identified in 1.7(a):

“the lawyer reasonably believes that the lawyer will be able to provide competent
and diligent representation to each affected client”; “each affected client consents
after consultation” and “the consent from the client is memorialized in a writing.”

3
A “concurrent” conflict of interest is one in which, as here, the clients are represented at
the same time.
Ken Adams
July 4, 2018
Page 4

Meeting these conditions effects a “waiver” of a conflict of interest for which the Rules permit
representation. By default, a conflict falls under these provisions—i.e., it may be “waived.”4

Non-Waivable Conflicts

Rule 1.7(b) also provides a circumstance under which an attorney must not continue the
representation—even if a client is willing to agree to a conflict—she may not do so unless

(3) the representation does not involve the assertion of a claim by one client
against another client represented by the lawyer in the same litigation or
other proceeding before a tribunal

It appears that Mr. Storr means to allege that a “nonwaivable” conflict described by Rule
1.7(b)(3) is at issue here. See Appeal (“The prima facie wrongdoing/malfeasance of individuals
creates a conflict of interest whereby this attorney cannot represent all parties due to the fact that
this attorney is conflicted out under the Professional Rules of Conduct.”).

There are two ways in which “[t]he prima facie wrongdoing/ malfeasance of individuals
creates a conflict of interest whereby [BLF] cannot represent all parties.” Neither is present here.

Under Rule 1.7(b)(3), if the Committee had authorized or commenced action or litigation
against the Officers,5 BLF could not represent both parties, as that would “involve the assertion
of a claim by one client against another client represented by the lawyer in the same litigation or
other proceeding before a tribunal.” The Committee has not authorized or commenced suit
against the Officers, so this provision does not apply.

4
The Representation Agreement provided to all the proposed joint clients—including, of
course, the Committee and the Officers—provide BLF’s assessment of conflict and the ramifica-
tions of a joint representation in the paragraph entitled Joint Representation. The Agreement
reminded the parties to review the joint representation paragraph before signing and notified
them that the signature denoted agreement with the terms of joint representation. The email
providing the Agreement to the parties also reminded them to review the ramifications of joint
representation and provided the effect of signing after doing so. The Motion clearly described the
joint representation by BLF, and the Committee’s authorized representative has assured us that
the Committee understood this. In short, all conditions have been met to proceed with joint
representation where no non-waivable conflict is at issue.
5
The instigation of litigation itself, regardless of its underlying merits, is “conclusive
evidence” of the conflict. See Town of Cedar Lake v. Alessia, 985 N.E.2d 55 *, 2013 Ind. App.
LEXIS 133, 2013 WL 1164778 (Ind. Ct. App. March 21, 2013).
Ken Adams
July 4, 2018
Page 5

Second, under Rule 1.7(a)(2), such a conflict of interest can exist if “there is significant
risk that the representation of one or more clients will be materially limited by the lawyer’s
responsibilities to another client.” Comment 8 to the Virginia Rules underscores that, when a
possible conflict exists, “[t]he critical questions are the likelihood that a conflict will eventuate
and, if it does, whether it will materially interfere with the lawyer’s independent professional
judgment.”6 Likewise, in contexts other than litigation, assessing a potential conflict requires
considering “the likelihood that actual conflict will arise.” Comment 26 to Virginia Rules of
Professional Conduct. That is, Rule 1.7(a)(2) requires an assessment of risk or possibility of “the
assertion of a claim by one client against another client represented by the lawyer in the same
litigation or other proceeding before a tribunal.” We have made such an assessment and find the
risk or possibility of such an occurrence to be nil.

Here, there is no significant risk that BLF’s ability to adequately represent both the
Committee and the former officials will be compromised by litigation because the risk of the
Committee commencing action against the Officers is virtually nonexistent. The Committee
voted to defend the Officers, not to sue them. And on our reading, no individual officer has the
enumerated authority, either in the State Party Rules or the District Committee Rules, to
commence litigation on behalf of the committee or on behalf of the officer or officers of the
Committee. If an officer or any member of the Committee sought to initiate an action or declare a
conflict of interests with the Officers (which itself is not sufficient to actually prove a conflict),
it’s our understanding that that effort would fail, given the previous vote margins in direct
support of the Officers.

Because there is no existing assertion of a claim by one client against another client
represented by BLF in the MUR matters and we see no significant risk or possibility that such an
assertion will or could be made, it is our opinion that no conflict of interest exists that requires
BLF to withdraw or avoid representation of both the Committee and the Officers. Accordingly,
this ground of the Appeal is without merit and should be rejected.

6
The “moving party bears the burden of proving that an actual conflict of interest in
violation of Rule 1.7 exists, rather than merely a potential one.” Mills v. Hausmann-McNally,
S.C., 992 F. Supp. 2d 885 *, 2014 U.S. Dist. LEXIS 4407 (S.D. Ind. January 14, 2014); Philips
Medical Systems Int’l B.V. v. Bruetman, 8 F.3d 600, 606 (7th Cir. 1993); Brannan v. Clinton Cty.
Bd. of Comm’rs, No. 1:16-cv-00585-TWP-TAB, 2016 U.S. Dist. LEXIS 148845, at *6 (S.D. Ind.
Oct. 27, 2016).
Ken Adams
July 4, 2018
Page 6

Conclusion

The Bopp Law Firm can represent both the Committee and the Officers without violating the
Rules of Professional Conduct regarding conflicts of interest. There is presently no non-waivable
conflict and all the parties have agreed in writing to the joint representation after careful
explanation of the ramifications of joint representation. If, as the Appeal seems to assert is
possible, the Committee initiated an action against the Officers, that would create a conflict that
is non-waivable under Rule 1.7(b)(3). However, no litigation between The Committee and the
Officers has commenced, and no significant risk of such litigation exists given the Committee’s
previous vote margins in support of the Officers. Therefore, BLF can represent The Committee
and the Officers without violating the Rules of Professional Conduct regarding conflicts of
interest.
Sincerely,

THE BOPP LAW FIRM, PC

James Bopp, Jr.

Jeffrey P. Gallant