Georgia Republican Party Corporate Status In Question As State Convention Approaches

May 23, 2023
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Conservative Republicans throughout Georgia ardently desire to see their party achieve its full potential. The still-ongoing convention reorganization season has brought a fresh wave of involvement, and fresh debate, as it should. The urgency is clear - the power of the Georgia conservative base must be fully unleashed to win 2024 elections.

It may appear that a revival wave of conservative leadership has occurred. However, all politics is local. While some counties are finding solid footing and have already begun recruitment drives for new members, some remain constrained and others unorganized.

Issues include what some call authoritarian controls among mixed establishment, deprivation of resources, intimidating leadership, new wave cancel cultures, and even some potential violations of law.

Parliamentary professionals have also produced formal reports that some sets of party rules at the county level are strongly inconsistent with the Rules of the Georgia Republican Party and Georgia laws governing political parties. Foundational issues open the door for abusive authority to occur.

Key establishment Republicans are growing more bold and intent on maintaining political control. This seems to be the case with new Bulloch County Republican Party Chairman, Lawton Sack, elected on Mar 11, who personally maintains nearly all party assets, donor lists, and past records, withholding them from other officers.

In early April, Sack commenced his state-sworn duties as a county Elections Superintendent (Board of Elections member), granting him dual control of both the party and public ends of the Georgia Election Code in Bulloch County. This amounts to hundreds of compliance code sections. To make matters more convoluted, Sack has claimed that he is Chairman of his new BCRP, Inc., a corporation without members and no bylaws formed just 5 days prior to the county convention. Party members, who still exist under the previous party organization, currently question the basic ethics of these choice circumstances.

In a phone call with The Georgia Record staff, Sack explained that the corporation was set up because they were going to have their meeting "in a tent and were concerned about liability."

Overall, there seems to have been woefully inadequate professional party oversight the past several years. And, Republicans are acknowledging organizational foundations that sorely need repair. Some assert that the leadership of strong, "brass tacks" administrators is urgently needed. They believe that then, and only then, can solid building occur, upon which to execute feats of political battle "against the Democrats."

During the past election cycle, The Georgia Record observed that the party supported some public candidates over others, deprivation of party resources by state and county party executive officers, and even some political mechanisms that appear to have traumatically shifted district lines mid-race.

One thing seems certain - the state party has not provided the steady, ethical leadership that Georgia Republicans desire and deserve. Controlling acts and permissive rules violations amplified through the 2021 Convention season have reared their ugly heads once again. Some candidates, as in the 12th Congressional District, were even deprived of proper delegate phone contact information, making it nearly impossible to properly campaign. This has party members asking "What is really going on?" And, "Are we members of this party operation or just the next wave of useful tools for the next party election agenda?"

At this time, fervent Republicans are kicking against the goads, as if bound, to test the foundational underpinnings of their party. It is uncomfortable. It is scary to some. And, what they are finding is causing the state party to go silent and party executive staff to behave nervously on the phone when asked the most basic organizational questions. When an organization, as in the case with the GRP, Inc., a domestic nonprofit corporation performing tax-exempt functions, refuses to answer basic questions and defers to non-answering attorneys, there is usually a problem.

As popular Chairwoman candidate for "Over 80K Counties," Salleigh Grubbs, recently stated, "When someone pushes back so hard against something, as they say, you know you're over the target, and you know that's what you need to do."

The questionable member status of Georgia Republicans was first presented in a shocking Dec 2021 investigative article in The Georgia Record. It showed that if someone is not a member of the corporation, they are entitled to no member lists, financial reports, minutes, agendas, records, voter database, and critical resources to organize. Everything is only "courtesy" information, as stated by Vincent Russo, in response to a Dec 14, 2021 request for a simple list of, ironically, the party State Committee "members" who were preparing to decide a party appeal. Membership seems to be required by GA Election Law, which states, "The membership of such committees shall be selected..." (GA Code 21-2-111(a)).

The party under Shafer, at all levels, has been reported to frequently deprive members, even elected officers, of information needed to conduct their elected duties. For example, in fall of 2022, Alex Kaufman, counsel for the GRP, Inc., sent an overreaching declaratory letter to Fulton County Secretary, Dr. Sonia Frances-Rolle that she "will no longer be impacted by the concern or appearance of her signature to any communication from the FCRP to Fulton Elections," effectively stripping her of her lawful duty of signing election paperwork, some of which is required for party officer Secretaries to sign. This is a few months after the Fulton Elections Department notified Dr. Frances-Rolle that poll watcher forms had been signed by her, of which she had no knowledge. She quickly learned that they were forged. Doing or directing such acts, party officers or their proxies appear to demonstrate willful negligence.

When did this corporate "GAGOP" begin? On Feb 7, 2014, a party agent submitted articles of incorporation for the GRP, Inc. to the Georgia Secretary of State, then Brian Kemp. The Articles state "This corporation will not have members." The stated purpose of the Inc. is "to conduct and carry-on the non-for-profit work of the Corporation exclusively as a political organization..." exclusively as a political organization under 527 IRS code... and "for such related purposes as may be permitted to corporations which are organized under the Georgia Nonprofit Corporation Code and which are described in the aforesaid provision of the Code."

Instead of having bylaws and guidelines for determining the board of directors, as required specifically in ITS OWN Articles, there is only one known governing document, called the "Rules." Around March 2015, the "Rules" were amended to place the word "Inc.," on the front cover making them "The Rules of the Georgia Republican Party, Inc." Also, a statement was added to Rule 1.1 that every mention of the GRP is now the GRP, Inc. Rules can be seen here. After multiple requests in the past month, the state party is failing to remit any bylaws or names of a board of directors for their "Nonprofit Corporation." They also have provided no reply that these documents do not exist.

The word "member" is stated 100 times in the "Rules," describing many "member" functions for the GRP, Inc. nonmember corporation.

What was the party prior to 2014? The Georgia Republican Party was a typical, member-based party committee organization operating like most other states as a 527 tax exempt political organization in Georgia, under IRS code. A 527 can be either incorporated or unincorporated. They reported to the FEC as a State Committee and followed general Republican Party practices. And, it appears that they reported to the Georgia Ethics Commission, now the Georgia Government Transparency and Campaign Finance Commission, as a non-candidate committee.

Seemingly to party detriment, Chairman Shafer has taken no known action to correct fundamental misalignments between the corporate Articles and governing documents. Some believe this irresponsibility has generated much of the harm upon party members. Corporate "conflicts" have been apparent under these circumstances, and more: fulfilling requests for party records and information, handling of appeals to violations, conduct of party elections, member challenges to leadership, decisions on party designations to fulfill election duties, access to basic party assets, and even party appointments to local GOP office.

Republicans claim that Chairman Shafer has shared on multiple occasions his desire to shut down or significantly alter the corporate side of the party. However, he blames a current lawsuit for not doing so.

Shafer has released the following statement, among others, illuminating what appears to be a double-minded corporate party scheme:

Regarding his words, delegates also "shall be members" of the Georgia Republican Party, Inc. This status, beyond conventions, is written clearly in State Rule 1.1.

The corporation has not been able to disclose where this corporation begins and ends in regards to its critical party duties under the Georgia Election Code. And, there are two entities.

A Professionally Registered Parliamentarian with the National Association of Parliamentarians has analyzed the two entities:

This can be illustrated well in recent litigation against the party. In 2014, State Chairman, John Padgett, was sued in his capacity as Chairman of the Georgia Republican Party and also as the Chairman of the Georgia Republican Party, Inc. by his former Aide, Ms. Qiana Keith, with whom the party ultimately settled at $500,000. The Keith Complaint, filed in the Northern Federal District Court of Georgia in July 2014 states: "Upon information and belief, Georgia Republican Party, Inc., is a successor-in-interest to the Georgia Republican Party." Ms. Keith alleged that both entities are responsible for the unlawful conduct. Yet, it appears the corporation obtained the bank account.

Mr. Padgett has been pursuing indemnity from the party for several years, and his Sep 2021 lawsuit seeks $230,000 in legal fees. Most recently, the Fulton County docket showed that a trial was scheduled for Jun 5, 2023. However, the GRP, Inc. Chief Counsel, Alex Kaufman, took a leave of absence to attend a civic conference in Australia that ends on May 31. The court order, posted on May 12, shows that the trial will be rescheduled for later this year. This seems to be delayed justice.

After multiple direct requests, and despite the responsibility to act as the CEO of the party, Chairman Shafer continues to fail to produce corporate bylaws or the identity of the board of directors of this GRP, Inc.

This is significant because it also appears that, in 2014-2015, the member-based political organization and its bank account faded away, as the Inc. overtook the entire organizational and financial management of the original Georgia Republican Party. In other words, the perpetual state political party member organization, which shall be established and maintained, has no money for "fighting Democrats." Instead, the corporation solicits electors for constant cash and "volunteer" hours.

This may also be problematic because Georgia Corporate Law (14-3-206) requires the following: b) Bylaws may contain any provision for regulation and managing the affairs of the corporation that is not inconsistent with the law or the articles of incorporation. County and District Committee Rules statewide also name members of committees, and several, like the new "incorporations" of Bulloch County and 12th District, also claim a structure without members. Some are asking what this means for the State Committee MEMBERS? Apparently, they also are NOT members of the GRP, Inc. This is concerning because the State Committee governs over the entire state political party.

In this final stretch for State Convention 2023, the fact remains that the party entered re-organization without the participation it needs. Only approximately 20-25% of its earned, allocated representation turned out for caucuses earlier this year. Though 50,000 county delegate seats were earned statewide, only about 10,000-15,000 Republicans registered to participate.

Though some may try to apply it, the attribution of "apathetic voter" doesn't hold, since the last two election cycles have shown unprecedented grassroots engagement in Georgia and nationwide. In most cases, local Republicans simply didn't know there were county reorganization meetings to attend. The corporation offered no state press releases, nor did they visibly market it from the top via any concerted campaign.

Despite it all, State Delegates are determined to find their party in the "Georgia swamp" of which Republicans have been "in control" for most of the past two decades. What is most discouraging at this time is that they are being asked to vote on "corporate" Resolutions and Rules amendments they have not been provided by a corporation they lack actual membership. Over 1,000 electors are counting on their representation. As such, the order and visionary documents of the party should be available for debate and deliberation to THE governing body, the State Delegation, preparing to meet on June 10th in Columbus, GA.

Throughout the country and across the globe, when Georgia politics are mentioned, two words return: "massively" and "corrupt." They are right. Ethical, conservative Republicans are working mightily to change that.

Per sovereign timing, good men and women are enjoying the light of increasing party transparency. The true platform of the Georgia Republican Party is finally surfacing.

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Mad Celt

I'm too well versed to join the Party of Stupid.

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