Photo: Hank Sullivan substack
Well known author and activist Hank Sullivan has released another in his series of expose's, the latest one entitled: "Kemp's Ultimate Goals Now Coming Into View."
The article expands on the discovery of two different structures associated with the Georgia Republican Party: The "Party" which was organized under Title 21 of Georgia Law and "The Georgia Republican Party, Inc." which was organized under Title 14 of Georgia Law. Hint - They are NOT legally the same.
You may read Mr. Sullivans substack reprinted with permission below or may access his substack directly HERE.
Today I begin once more referring to my April 16 Substack, "Brian Kemp Has Become His own Political Party, Says 'FU' to Georgia GOP.” You might recall, that was the article in which I first quoted Georgia Governor Brian Kemp speaking to his recently-formed Georgia First Leadership Committee, saying, “We can no longer rely on the traditional party infrastructure to win in the future.” Little did this seer ever imagine the shockingly literal sense Georgia’s governor may have intended while he spoke that day. Little did I know that Brian Kemp’s purpose could very well be to revolutionize Georgia’s party-based election processes enshrined in Title 21 of Georgia law, and replace the lawful “traditional party infrastructure” Title 21 provides, with a new, corporate-based party infrastructure, basing it out of Title 14, the Georgia law regulating private corporations. And, as I contemplated Kemp’s meaning back in April, little did I know that almost a decade ago, then Secretary of State Brian Kemp, laid the groundwork such that one day in the future he could confidently stand and publicly pronounce those intentions.
We already know one reason Kemp could express his intentions so confidently, and that is that during the 2021 General Assembly, with the support of all Republican legislators excepting three isolated state senators, Georgia’s governor was able to pass SB221, a bill ostensibly concerned with ethics, but which was actually purposed such that the governor could lawfully raise unlimited funds from virtually anyone and everyone who might contribute, including out-of-state corporations and LLC’s, the owners of which, of course, could remain anonymous. The vehicle in which Kemp, as governor, may amass such contributions, is a certain, organizational sub-type known in the bill as a “leadership committee.” “Georgia First” is Kemp’s well-funded and powerful “leadership committee.”
During his run for Governor, Brian Kemp amassed over $71 million in leadership committee contributions to support his campaign. Presently, it is reported Kemp has well exceeded that amount in spendable, favor-granting funds, which he can use to aid any political ally, such as those in the general assembly, who Kemp believes might aid him with special favors in return. This is how political power operates.
So, obviously, at this point the Georgia Republican Party, such as it is, needs Brian Kemp, and his money, much more than Kemp needs the Georgia Republican Party. For that reason, as he declared in February, Brian Kemp will indeed, “no longer rely on the traditional party infrastructure (meaning the Georgia Republican Party) to win in the future.” In essence, Brian Kemp has become his own PRIVATE political party, a monarch beholden to no one, creating a novel new organization that bridges the PUBLIC nature and requirements of traditional party infrastructure, passing many of its functions over to a new PRIVATE political infrastructure which has no public requirements, including very little government oversight, all of that thanks to his Republican friends in the Georgia legislature who gave him what he asked, many who now regret their support. The only real difference between the PUBLIC Georgia Republican Party, and the PRIVATE Georgia First Leadership Committee, is that the latter cannot nominate candidates for office, nor potentially receive ballot access for the candidates it supports…yet.
Monarchical powers now established in the office of Georgia’s Governor, here’s where the story takes an interesting turn. Apparently Kemp’s plan of leaving the Georgia GOP behind is much more fundamental and profound than I previously anticipated, evidence of its roots extending back in time to events occurring almost a decade ago. That’s when, on February 7, 2014, then Secretary of State Brian Kemp’s signature certified the creation of a new non-profit corporation, Georgia Republican Party, Inc.
As the certificate indicates, this corporation came into existence as a result of someone filing documents and paying fees under TITLE 14 of the Official Code of Georgia. Importantly, Title 14 is Georgia law with regard to CORPORATIONS, not ELECTIONS. TITLE 21 regards POLITICAL PARTIES and ELECTIONS.
So, who filed the required documents and paid the fees necessary to birth this new “legal person” into existence? As you will see in the next exhibit, that individual would be an attorney apparently representing a certain John Padgett, who would become a one-person board of directors for this new corporation, Padgett solely authorized to exercise its powers.
You may be asking, who is this John Padgett? Well, at that time, Mr. Padgett was the elected Chairman of the Title 21 Georgia Republican Party (GRP). By the end of the day on February 7th of that year, however, John Padgett was not only Chairman of the GRP, a political party presumably registered at the time with the Secretary of State under OCGA Title 21-Elections, but also the Chairman of Georgia Republican Party, Inc. (GRP Inc.) registered that day with the Georgia Secretary of State as a Title 14-Corporation. The Secretary of State at the time, whose signature appears on the GRP, Inc. certification, was, again, today’s Governor, Brian Kemp.
That begs the question regarding the reason John Padgett, Chairman of the Georgia Republican Party (GRP), would register a corporation by the same name and name himself chairman? It seems the only answer anyone ever receives to that question is that Chairman Padgett found himself being sued for certain activities he allegedly undertook while party chairman, and decided to create a corporation by the same name, ostensibly to provide a layer of liability protection for himself, never minding the fact that were that true, an insurance policy could afford the same protection, and a new corporation springing into existence after the alleged activities took place, would not aid his defense in any event. Secondly, the political party for which he served chairman already provided insulation from liability associated with acts committed in pursuit of its lawful purposes. As long as the chairman engaged in lawful pursuits in the interests of the party, he would have nothing to fear. But even after creating a corporate entity, should a chairman’s pursuits be outside of the law, he or she could be sued regardless. There is much about these alleged events which remains unknown, for example, well, practically everything. Still, if you ask that question, what I just explained will likely be your answer. If you receive a different response, please let me know.
By June of that year, Mr. Padgett declared himself both CEO and CFO of GRP, Inc. Padgett held both positions until July of 2017, replaced by two individuals, John Watson and Mansell McCord.
Today, according to the Secretary of State website, the CEO, CFO and Secretary of GRP, Inc. are Josh McKoon, Lauri McClain and Caroline Jeffords, respectively, coincidentally the same individuals elected as Chairman, Treasurer and 1st Secretary during the Columbus Republican Convention last June. In fact, ever since Mr. Padgett left office, the individuals elected to executive positions during biannual Georgia GOP conventions, including Watson and McCord, somehow, almost miraculously, with no apparent connection between the Title 21 political party and the Title 14 corporation of the same name, become the CEO, CFO and Secretary, respectively, of Mr. Padgett’s private corporation.
Here’s where it all gets weird. Somehow, between February 7, 2014 and the next several party election cycles, the Title 21 GRP apparently “morphed,” soon identifying itself as “GRP, Inc.,” effectively impersonating Mr. Padgett’s Title 14 corporation while operating a Title 21 political party, clumsily retaining the same name it had always been, “Georgia Republican Party,” but manually adding “Inc.” to its name on all of its in-house and public paperwork, in the end, making the name of the party appear to be “Georgia Republican Party, Inc.” But in reality, nothing with respect to its identity had officially changed. Therefore, the organization was still the same “Georgia Republican Party” it had always been. GRP, Inc. was, and is, the same corporation it has been since February 7, 2014. But the two are not the same. Simply because you scribble, “Inc.” after your name, that doesn’t mean you are a corporation.
Regardless of common sense, as a result, apparently, there are now two entities, under different titles of law operating as “GRP, Inc.”, the Title 14 private corporation of Mr. Padgett which is still around, but also a Title 21 political party, GRP, impersonating Mr. Padgett’s Title 14 private corporation. Why would they do that?
For some reason, those at the helm of the Georgia Republican Party have been determined to mask their organization to resemble and identify as a private corporation. They control both organizations, maintaining the annual registrations of the Title 14 private corporation, GRP, Inc., while publicly portraying the Title 21 Georgia Republican Party to be one and the same with it.
That being the case, apparently, others have been working in the government to hide the Title 21 political party from public view as well. Repeated open records requests to the Georgia Secretary of State’s office, as well as the Georgia Archives, asking to receive registration certificates for “Georgia Republican Party,” turn up nothing, the Open Records Request Officers consistently evading questions, losing records requests, and ultimately denying the possession of any such records. Thus, apparently, the records in question have either been destroyed, lost or are locked away where no one working to fulfill open records requests can gain access.
Why would anyone destroy or lock away registration records of the Georgia Republican Party? I cannot say for sure, however, it appears that the GRP (the party not the corporation) is no longer officially active with the Secretary of State, and has been effectively replaced by its corporate cousin of nearly the same name, “GRP, Inc.” Perhaps those who are behind all this do not want knowledge of this apparent unlawful and deceptive arrangement available to the public, efforts to hide those records adding to the apparent unlawful or criminal nature of all we are uncovering here.
So, let’s be clear. A corporation cannot “identify” as a political party, and vice versa, any more than a rabbit can “identify” as a hen house. There are no powers or privileges vested in Title 14 corporations, for example, to nominate candidates for elected offices and receive ballot access. If there were such powers and privileges, they would be enumerated under Title 14. But they are not…
…at least not yet.
That brings us to the next question: Given that the Title 14 GRP, Inc. “corporation” has no power nor privilege to nominate candidates for elected office, and given no accessible evidence that a Title 21 GRP “political party” is active or even registered in Georgia at this time, and given that those who purport to be running the “Georgia Republican Party” are using Title 14 corporate rules, adopted June 17, 2020, rather than Title 21 political party rules, who or what entity lawfully nominated the 2022 Republican slate of statewide candidates, Brian Kemp, Brad Raffensperger, Chris Carr, or even Burt Jones to place them on the statewide Georgia ballot? Corporations have no lawful ballot access. The state Republican Party, whatever that means at this point, publicly operates under corporate, “GRP, Inc. Rules” and has since at least 2020. Those facts bring us to an impassible intersection, red lights in all directions. Thus, I am quite serious when I ask, are these people truly elected office holders? I’m really not confident to say.
A political party is a public organization, open to anyone who claims allegiance to its beliefs and purposes. No one who pledges support can be turned away. A corporation, however, is a private organization with full control over its membership. If you attended the recent Perry, Georgia “Republican Fish Fry” wearing a T-shirt emblazoned with, “Paper Ballots Please,” like the gentlemen speaking in this video, security guards likely confronted you and told you to leave or change shirts. One such exchange is caught on this video. At timestamp 4:15, one attendee asks the guard, “Is this a Republican event?” The guard answers, “This is a private event.”
Given the mounting evidence that the Georgia Republican Party is in fact masquerading as the Georgia Republican Party, Inc., a PRIVATE, non-profit corporation, if the contract signed to rent the venue reflects that information, the guard in the video could be correct, or at least fooled into saying the fish fry was indeed a private event. That being the case, he would also be lawful in refusing entrance to individuals the private organizers decided to exclude. And it is looking very much like that might be the case.
At the heart of all of this confusion is ‘presumed’ Georgia Governor Brian Kemp. I say Kemp is ‘presumed’ governor because until we see the registration of his nomination (which I am waiting to receive via ORR) I cannot say with confidence that he was ever lawfully nominated by the Title 21 Georgia Republican Party, or unlawfully by a Title 14 corporation, perhaps with underhanded cooperation from Georgia’s Secretary of State. Remember, it was Kemp who in 2014 signed the registration certificate of “Georgia Republican Party, Inc.,” birthing that legal “person” into existence with a name deceptively similar to “Georgia Republican Party.” If GRP, Inc. were to become effectively recognized by the Secretary of State as a duly-functioning Title 21 political party, rather than a pure, Title 14 non-profit corporation as it is registered, that recognition would violate OCGA 21-2-110(c) regarding “deceptively similar names,” that is, except for one possibility. That would be the revelation that the Title 21 Georgia Republican Party actually no longer officially exists, a possibility which apparently cannot be refuted.
But, as we have noted, a Title 14 corporation cannot exist as a Title 21 political party anyway, at least not under present law. That said, defying the law, Governor Brian Kemp, Secretary of State Brad Raffensperger and would-be prosecutor Chris Carr appear fine that either can become the other at will. In this video Kemp responds to related questions, answering, “That would be an issue with the party, and with their incorporation,” additionally claiming that his signature on the GRP, Inc. registration documents 9 years ago was due to a “seamless” registration process involving “ink machines.” Apparently, the use of ink machines as tools of convenience now excuses all errors committed by elected officials.
Speaking on these same issues, Attorney Josh McKoon, the elected Georgia Republican Chairman of “something” at the June Columbus convention, tells Todd Wood, “The rules [Which rules, Josh? GRP rules or GRP, Inc. rules?] really govern how we operate,” and that once the Columbus convention adjourned, “the state committee becomes the governing body... and IF OUR BYLAWS AND CORPORATE DOCUMENTS DON’T REFLECT THAT, AND I DON’T BELIEVE THEY REALLY DO RIGHT NOW, WE NEED TO AMEND THEM TO TAKE CARE OF THAT.”
Take a moment and read what Chairman McKoon said one more time: “If our bylaws and corporate documents don’t reflect that…” What bylaws? What corporate documents?
In the video, Josh McKoon, presumed by all delegates attending the June Columbus convention to be elected Georgia Republican Party (GRP) Chairman, apparently believes the organization he serves is NOT governed by GRP party rules, but instead by certain “bylaws and corporate documents.” The “bylaws” the “party” disseminates from the gagop.org website are the “Rules of the Georgia Republican Party, Inc.” The “corporate documents” to which he refers can only therefore be the annual corporate filings with the Secretary of State, and internal documents of the same corporate entity.
That’s because only Title 14 corporations have “corporate documents.” Title 21 Political parties do not have “corporate documents.” And as you can see below, according to the Georgia Secretary of State website, by virtue of his Columbus convention victory, Josh McKoon also somehow became CEO of GRP, Inc.
(Please know, writing this piece is as mentally exhausting as reading it.)
So, let’s try to summarize what we have learned before continuing:
Nothing I can see in the Title 21 Georgia electoral processes explains a pressing need for non-profit corporations to exist in the election processes of Georgia. This insane plan to mix a Title 21 political party with Title 14 private corporation has proven disastrous. Everyone involved appears stupid, and that is being nice. Perhaps everyone IS stupid. So, is that the problem, everyone is just stupid?
Are Kemp, Raffensperger and Chris Carr, all watching this, just as stupid?
Maybe, but don’t think so. All this nonsense is just waaaay too easy to fix. Those at the helm of the Title 21 Georgia Republican Party just need to correct their paperwork, removing all those scribbled in “Inc.’s,” dissolve Mr. Padgett’s Title 14 corporation and don’t look back. Why won’t they do that? After all, if the reason for the corporation is to limit liability, just imagine the potential liability these people have opened themselves to for unlawful impersonation.
I expect the answer lies in the cryptic words of ‘presumed’ Governor Brian Kemp, that he and his private, Georgia First supporters “can no longer rely on the traditional party infrastructure to win in the future.” Does the “governor” expect us to believe he did not know that in 2014, his good friend, John Padgett, the chairman of Kemp’s party, incorporated an entity known as Georgia Republican Party, Inc. under Kemp’s nose while he was Secretary of State? Are we supposed to believe the ‘ink machine’ is responsible for certifying the “party incorporation” as Kemp called it, and Kemp had no knowledge and no part in it? Do former Secretary of State Kemp and ATTORNEY, now party chairman, Josh McKoon, not realize what they are saying in legal terms when they refer to the “party’s incorporation” and “corporate documents” respectively?
Brian Kemp has no love for rank and file, grass roots, conservative Georgia Republican voters. He demonstrated his disdain toward them electing not to attend the June Republican Convention. He has effectively deserted the party faithful for a new love, his own private, well-funded, PRIVATE, quazi-political party, Georgia First, orphaning the Georgia Republican Party, whatever that term still means, to grass roots adoption.
Brian Kemp’s political support derives from business interests both domestic and foreign, corporations, LLC’s and wealthy patrons who demonstrate their support by contributing to his private, Georgia First Leadership Committee. As long as Kemp sits in the governor’s seat, he can continue to raise funds using Georgia First, and ignore any semblance of a relationship with the Georgia Republican Party, that is, up to the point when he might need ballot access for candidates. Georgia First is a leadership committee. It has no ballot access. Given all we now know, I would not be surprised should Brian Kemp cause new legislation to drop, opening the door for private political parties to gain ballot access in Georgia elections. Should that occur and pass, his leadership committee would likely give way to a “Georgia First Party.” I expect that kind of legislation could be accomplished by appending existing law with 15-20 lines. Perhaps it is already written. Kemp has the funding to make passing that legislation palatable to many Republicans, and perhaps even Democrats in the General Assembly. If that happens, you can be sure the law’s supposed constitutionality will have been already been arranged.
Now, who thinks Brian Kemp will send the unused funds from the Georgia First Leadership Committee back to contributors when he leaves office? I’m sorry, but that’s not going to happen. SB221 allows the governor to retain control over those funds and place them into a “non-profit organization.” Coincidentally, GRP, Inc. is one such non-profit organization. Imagine Brian Kemp passing legislation allowing private corporations, such as GRP, Inc., to qualify as political parties and obtain ballot access. Is that too far out to consider? What were you thinking might be to be too far out to consider five years ago? Were that legislation to pass, he could create his own, private, non-profit, corporate political party, calling it, say, “Georgia First, Inc.,” transfer in all the unused funds from Georgia First Leadership Committee, right now totaling around $80 million, and he would be off to the races controlling elections in Georgia, and perhaps beyond, the “King-maker” for life.
What I describe here are the possibilities. Will this happen? I have no idea. But I showed what all this seemingly points to. Should Brian Kemp execute the plan I just showed you, I would not be surprised. Perhaps publicizing this possibility could change plans, I don’t know.
The corporatization of our governmental institutions has been in process for many years. The McCain-Feingold PAC and SuperPAC system is a good example. America, and Georgia in particular, are on the precipice of fully redefining our governmental institutions from those of a republic, to those of a corporate-fascist dictatorship. The privatizing of our political party systems is an essential ingredient should that be among Kemp’s ultimate goals.
Given these facts, what else could they be?
(This article would not have been possible without the arduous years of work, records compilation, and investments of Sarah Thompson and Susan Opraseuth of GoReclaimGA.org. Across rural and urban areas, they endeavor to restore conservative political representation by immediately correcting the corporatization of our governmental institutions. Video with Kemp courtesy of GoReclaimGA.)
The Georgia Record appreciates the opportunity to share Mr. Sullivan's work with permission. We will continue to investigate Mr. Sullivan's findings and positions.