McKoon and others must resign
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.
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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.