Georgia Republican Delegates Heading for Disqualification in 2024

McKoon and others must resign

Hank Sul­li­van

Sep 28, 2023

The “Geor­gia Repub­li­can Par­ty,” lead by Chair­man Josh McK­oon, who serves in par­al­lel capac­i­ty as, “CEO of Geor­gia Repub­li­can Par­ty, Inc.,” an incor­po­rat­ed enti­ty referred at times as, “GAGOP,” has set a course toward ulti­mate dis­qual­i­fi­ca­tion for any and all can­di­dates run­ning as “Repub­li­cans” dur­ing the 2024 elec­tions in Georgia. 

Elec­tions run under not only state and fed­er­al law, but also under par­ty rules writ­ten in com­pli­ance with those laws. Par­ty rules not in com­pli­ance are not autho­rized and con­se­quent­ly null and void. 

Antic­i­pat­ing the 2024 nation­al elec­tions, this week Chair­man McK­oon and oth­er sig­na­to­ries issued a “CALL FOR THE 2024 GEORGIA REPUBLICAN PRECINCT CAUCUS AND FOR COUNTY, CONGRESSIONAL DISTRICT AND STATE CONVENTIONS.” Because that “CALL,” is writ­ten con­trary to Geor­gia Law, and because it defies any sem­blance of law­ful par­ty rules, by issu­ing a “CALL” with these defi­cien­cies, Chair­man McK­oon takes the chance of void­ing every Repub­li­can del­e­gate nom­i­nat­ed under it’s pro­vi­sions, to attend the Repub­li­can Nation­al Con­ven­tion. Who knows at this point, per­haps that is the plan. Because the Repub­li­can Par­ty, as McK­oon and oth­ers in key posi­tions are con­tent to define it, is not a law­ful enti­ty, and because Chair­man McKoon’s “CALL,” is built upon ref­er­ences to (1) unlaw­ful enti­ties, (2) enti­ties which do not exist, (3) unlaw­ful rules and (4) rules which do not exist, the prod­uct of any work under­tak­en by such an unlaw­ful “CALL,” can only be unlaw­ful as well. 

The Republican Party, As McKoon Defines It, Is an Unlawful Entity and Does not Exist

To under­stand why the Repub­li­can Par­ty, as Chair­man McK­oon defines it, is an unlaw­ful, non-exis­tent enti­ty, let’s look at a descrip­tion of the par­ty struc­ture as por­trayed in the min­utes of a Feb­ru­ary 19, 2022 meet­ing of the Geor­gia Repub­li­can Par­ty State Com­mit­tee. Dur­ing that meet­ing, then par­ty Chair­man David Schafer explained the “legal struc­ture of the par­ty,” as he sees it. Schafer began stat­ing truth­ful­ly that the “Geor­gia Repub­li­can Par­ty exists under Geor­gia elec­tions code (OCGA Title 21).” Yes, that is true. But then the Chair­man con­tra­dict­ed his truth­ful state­ment, claim­ing that the same, “Geor­gia Repub­li­can Par­ty is also a non-prof­it orga­ni­za­tion under cor­po­rate code (OCGA Title 14). That state­ment is not true. 

Schafer’s state­ments con­tra­dict each oth­er because there is no enti­ty under Geor­gia Law which finds its author­i­ty under both Title 21 AND Title 14. Because these enti­ties are cre­at­ed under law, the law autho­rizes their exis­tence. The law autho­rizes their exis­tence, how­ev­er, only as far as the law defines and spec­i­fies. Thus unless a pow­er is defined and spec­i­fied in law, those enti­ties can­not law­ful­ly use it. As an exam­ple, under Elec­tions Code § 21–2‑172(a) a polit­i­cal par­ty nom­i­nates pres­i­den­tial elec­tors or can­di­dates for state-wide pub­lic office “through its state exec­u­tive com­mit­tee, adopt(ing) rules and reg­u­la­tions in con­for­mi­ty with this Code sec­tion gov­ern­ing the hold­ing of such con­ven­tions for the nom­i­na­tion of can­di­dates for any state, dis­trict, or coun­ty office.” Because this par­tic­u­lar pow­er is autho­rized as spec­i­fied in Title 21 to be used by a polit­i­cal par­ty, a polit­i­cal par­ty may use it as long as the rules it for­mu­lates con­form to the Code section. 

On the oth­er hand, there are no such sim­i­lar pow­ers avail­able to cor­po­ra­tions under Title 14. You can look all day, but you will not find any pow­ers for a cor­po­ra­tion to nom­i­nate can­di­dates for pub­lic office. Those pow­ers are reserved sole­ly for polit­i­cal par­ties in com­pli­ance with Title 21. 

So, when for­mer Chair­man David Schafer tells the Repub­li­can State Com­mit­tee the Repub­li­can Par­ty exists under both Geor­gia Elec­tions Code, as well as under cor­po­rate code, that is not true. There are two com­plete­ly sep­a­rate legal enti­ties at play here, the “Geor­gia Repub­li­can Par­ty” under Geor­gia Title 21 Elec­tions Code, and the “Geor­gia Repub­li­can Par­ty, Inc” under Geor­gia Title 14 Cor­po­ra­tions Code. Although cer­tain Repub­li­can exec­u­tives would obvi­ous­ly like us to believe those two enti­ties, cre­at­ed under sep­a­rate titles of law, at dif­fer­ent times, are one and the same, they are not and nev­er can be under present law. The hybrid enti­ty they want you to accept “is not a thing” under Geor­gia law, thus it has no law­ful pow­ers because it does not exist. 

Although the enti­ty Chair­man Schafer described that day does not exist, in the recent­ly approved 2024 “CALL,” Chair­man McK­oon embraces it and uses it. On page 1 of the “2024 CALL,” McK­oon invokes “Geor­gia Repub­li­can Par­ty Rules adopt­ed by the State Com­mit­tee on June 17, 2020.”

But, as you can see below, there are no “Geor­gia Repub­li­can Par­ty Rules” adopt­ed by the State Com­mit­tee on June 17, 2020. The rules to which he refers are actu­al­ly “Rules of the Geor­gia Repub­li­can Par­ty, INC,” not the “Geor­gia Repub­li­can Party.” 

And accord­ing to those cor­po­rate rules, Sec­tion 2.1, the Geor­gia Repub­li­can Par­ty, Inc., “is a polit­i­cal orga­ni­za­tion, AND a polit­i­cal par­ty,” defy­ing Geor­gia Law. Thus, we see Chair­man Shafer con­tend­ing that the Geor­gia Repub­li­can Par­ty is both a polit­i­cal par­ty and a cor­po­ra­tion. The cor­po­rate rules express that same false­hood con­verse­ly, that Geor­gia Repub­li­can Par­ty, Inc. is both a cor­po­ra­tion and a polit­i­cal par­ty. Pre­sum­ing those state­ments to be true, new Chair­man McK­oon takes that idea and runs with it in the recent “CALL.” Unfor­tu­nate­ly, because the enti­ty issu­ing the “CALL” does not exist under Geor­gia Law, the “CALL” issued by that non-exis­tent enti­ty sim­i­lar­ly does not exist. Any result pur­suant to that “CALL” would there­fore be prov­ably null and void. 

Georgia Republican Party, Inc. Rules Are Unlawful

Accord­ing to Sec­tion 1.1 of the Rules for Geor­gia Repub­li­can Par­ty, Inc., adopt­ed June 17, 2020, “All elec­tors who are in accord with the prin­ci­ples of the Repub­li­can Par­ty, believe in its dec­la­ra­tion of pol­i­cy and are in agree­ment with its aims and pur­pos­es may par­tic­i­pate as MEMBERS (empha­sis added) of the Geor­gia Repub­li­can Par­ty, Inc.” That fun­da­men­tal pro­nounce­ment, on which the entire rules doc­u­ment depends, is unlaw­ful because accord­ing to the Geor­gia Repub­li­can Par­ty, Inc. Arti­cles of Incor­po­ra­tion, effec­tive date Feb­ru­ary 07, 2014, “The Copro­ra­tion (‘Cor­po­ra­tion’ mis­spelled) will have NO MEMBERS.” Because the Arti­cles incor­po­rat­ing Geor­gia Repub­li­can Par­ty, Inc. do not autho­rize “mem­bers,” any rule or bylaw under which that cor­po­ra­tion oper­ates, which allows “mem­bers” is prov­ably null and void. Thus, under Geor­gia law, Geor­gia Repub­li­can Par­ty, Inc. is not allowed to have mem­bers par­tic­i­pat­ing in its con­ven­tions or precinct cau­cus­es, anoth­er attribute con­clu­sive­ly demon­strat­ing that Geor­gia Repub­li­can Par­ty, Inc. can­not law­ful­ly act as a polit­i­cal par­ty. With­out mem­bers, a polit­i­cal par­ty does not effec­tive­ly exist. 

Fur­ther­more, accord­ing to the min­utes of the Feb­ru­ary 19, 2022 Repub­li­can State Com­mit­tee meet­ing, while detail­ing the legal struc­ture (actu­al­ly, none of this is legal) of the “Geor­gia Repub­li­can par­ty,” after erro­neous­ly explain­ing that the par­ty “is also a non-prof­it orga­ni­za­tion under cor­po­rate code,” Chair­man Schafer ref­er­ences the cor­po­rate enti­ty, explain­ing that the GAGOP (indi­rect­ly implied to be Geor­gia Repub­li­can Par­ty, Inc.), is orga­nized WITHOUT MEMBERS. He explains that it was bet­ter that this non-prof­it cor­po­ra­tion be orga­nized with­out mem­bers because, under law, mem­bers have rights, “includ­ing the right to exam­ine finan­cials and have those reports sup­plied to them.” Well, now, who wants that! (Sar­casm) And that is anoth­er rea­son a polit­i­cal par­ty can­not be incor­po­rat­ed under Title 14. Polit­i­cal par­ties have pub­lic report­ing require­ments. Lim­it­ed pri­vate cor­po­ra­tions do not. You can’t be both. 

On page 2 of Chair­man McKoon’s “CALL,” the doc­u­ment states, “The fol­low­ing pro­ce­dures shall be con­duct­ed in accor­dance with the RULES OF GEORGIA REPUBLICAN PARTY, AS APPLICABLE.” Again, the doc­u­ment refers to rules which do not exist. The only rules exist­ing are “Rules of the Geor­gia Repub­li­can Par­ty, Inc.” 

On page 4, how­ev­er, McKoon’s “CALL” con­tra­dicts itself, express­ing that the meet­ings and con­ven­tions ref­er­enced above shall be con­duct­ed accord­ing to CORPORATE rules, rather than PARTY rules. The par­ty rules, of course, don’t exist anyway. 

Laced through­out the first sev­er­al pages of Chair­man McKoon’s “CALL” are ref­er­ences to a non-exis­tent enti­ty, “GAGOP.” GAGOP is at best a direct ref­er­ence to a web­site, “gagop.org,” which is the web­site of the “Geor­gia Repub­li­can Par­ty,” or per­haps a logo (See below). 

After the first few pages of the doc­u­ment, ref­er­ences to “GAGOP head­quar­ters” give way to a dif­fer­ent term, “GRP head­quar­ters,” “GRP” unde­fined, but pre­sum­ably the head­quar­ters of the Geor­gia Repub­li­can Par­ty, again, what­ev­er that means. 

Final Reference Effectively Rendering the 2024 Republican “CALL” Null and Void

The final ref­er­ence effec­tive­ly dis­qual­i­fy­ing the 2024 Repub­li­can “CALL” from law­ful con­sid­er­a­tion is the sig­na­ture page itself. On it we find the sig­na­to­ries each exe­cut­ing the doc­u­ment as offi­cers of a non-exis­tent enti­ty, “GAGOP.” As I wrote ear­li­er, that term ref­er­ences a web­site, gagop.org, or a logo, but has also been used indi­rect­ly, and unof­fi­cial­ly, to imply equiv­a­lence to the cor­po­rate enti­ty, Geor­gia Repub­li­can Par­ty, Inc. But in none of those cas­es can any such ref­er­ence equate to a law­ful­ly-autho­rized Geor­gia polit­i­cal party. 

Because the 2024 Repub­li­can “CALL” doc­u­ment is not exe­cut­ed as one regard­ing a law­ful­ly-autho­rized, Title 21 Geor­gia polit­i­cal par­ty, it can­not be relied upon as such for any future pur­pose. For that rea­son, the ulti­mate pur­pose of the activ­i­ties this doc­u­ment empow­ers and describes, i.e. the nom­i­na­tion of bal­lot-wor­thy Repub­li­can can­di­dates for the 2024 nation­al elec­tion, can­not be law­ful­ly ful­filled under its terms. 

Heads Should Roll

There are three attor­neys bear­ing sig­na­tures exe­cut­ing this 2024 Repub­li­can “CALL.” I am not an attor­ney, thus I will give each his due respect. How­ev­er, the prin­ci­ples vio­lat­ed in this doc­u­ment are so basic as that an intel­li­gent and informed gram­mar school child should be able to spot them. How could such a slop­py, error-rid­den doc­u­ment, under­writ­ing the entire 2024 Geor­gia Repub­li­can nation­al, state and local elec­tion effort, have been sent out to the Repub­li­can State Com­mit­tee for approval? For that mat­ter, how could that com­mit­tee have over­whelm­ing­ly approved it, as I have now been informed? As a Repub­li­can vot­er and mem­ber of my local Repub­li­can Par­ty, I am dumb­found­ed that so lit­tle care, or per­haps so much pur­pose­ful decep­tion, be incor­po­rat­ed into a doc­u­ment so impor­tant that it could effect whether any Repub­li­can vote in Geor­gia might be law­ful­ly-reg­is­tered in the 2024 nation­al election. 

Some­thing is not right here, and pos­si­bly very wrong. Those respon­si­ble for cre­at­ing and exe­cut­ing this doc­u­ment should resign with­out delay. Those who assume their posi­tions should imme­di­ate­ly request spe­cial dis­pen­sa­tion from the Repub­li­can Nation­al Com­mit­tee to cor­rect the defi­cien­cies of this statewide “CALL” and make it their high­est pri­or­i­ty to do so. 

It is no secret the ambi­tion of major polit­i­cal pow­ers in Geor­gia to keep Don­ald Trump’s name off the bal­lot, or inval­i­date the over­whelm­ing sup­port he would like­ly receive on elec­tion day, 2024. Should that be their goal, this “CALL,” writ­ten and exe­cut­ed as it is, could be the means to accom­plish it. 

Now watch the “BS” artists come out of the woodwork.