Home / Opinion / Kemp, Raffensperger and Georgia Republican Party Executives, Just Stupid?

Kemp, Raffensperger and Georgia Republican Party Executives, Just Stupid?


Or is there method to their madness?

Oct 2, 2023

In my last two Sub­stacks, I denounced the Geor­gia Repub­li­can Par­ty (GRP) for “imper­son­at­ing” a cor­po­ra­tion by the same name, “Geor­gia Repub­li­can Par­ty, Inc.” I demon­strat­ed the very real prob­lem of a polit­i­cal par­ty imper­son­at­ing a cor­po­ra­tion, while under­tak­ing the work of the polit­i­cal par­ty. Any work per­formed under the author­i­ty of a Title 14 cor­po­ra­tion rather than a Title 21 polit­i­cal par­ty, whether that work be to decide del­e­gates to attend a nation­al con­ven­tion, or to nom­i­nate can­di­dates for city, local, statewide or even fed­er­al polit­i­cal office, if per­formed under the guise of a cor­po­rate enti­ty rather than a law­ful polit­i­cal par­ty, would be unlaw­ful, and there­by, null and void. 

The Title 14 Geor­gia Repub­li­can Par­ty, Inc., oper­at­ing under Title 21 instead of Title 14, is not defined. That is why this is impor­tant. Under Title 14, a cor­po­ra­tion has no law­ful bal­lot access. It can­not call its mem­bers to assem­ble to nom­i­nate can­di­dates for gov­ern­ment polit­i­cal office expect­ing those names to appear on a law­ful bal­lot. A cor­po­rate enti­ty has no author­i­ty to nom­i­nate del­e­gates to rep­re­sent Repub­li­can Par­ty mem­bers at a law­ful Repub­li­can Nation­al Con­ven­tion. Yet, that is what last week’s “Call” was all about. Because the Call was issued by a cor­po­rate enti­ty under Title 14, rather than the polit­i­cal par­ty enti­ty under Title 21, none of the 59 del­e­gates elect­ed sub­ject to that Call can be law­ful­ly seat­ed. For that rea­son, the Nation­al Repub­li­can Par­ty, nom­i­nat­ing a can­di­date for Pres­i­dent of the Unit­ed States, can right­ful­ly refuse them cre­den­tials to enter the convention. 

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I have been clear in these mat­ters, yet peo­ple claim still not to under­stand, or claim that I am just wrong. Frankly, many of those who do not under­stand appear invest­ed in the false­hood that the Geor­gia Repub­li­can Par­ty can law­ful­ly oper­ate as a cor­po­ra­tion. After all, as I have shown in my last two Sub­stacks, that is what the Geor­gia Repub­li­can Par­ty Inc. claims to be present­ly doing. Some of the push-back I have received is out of igno­rance, which is sim­ply an indi­vid­ual lack­ing knowl­edge. But some is out of per­ceived polit­i­cal neces­si­ty, that is, by indi­vid­u­als hav­ing made numer­ous unsup­port­able state­ments, sub­se­quent­ly “stonewalling,” so as not to be shown in error. 

There­fore, in this Sub­stack, I will clear­ly explain why a polit­i­cal par­ty can­not oper­ate as a cor­po­ra­tion, such that any school child can understand. 

Thank you for read­ing Hank’s Sub­stack. This post is pub­lic so feel free to share it. 


A Corporation is a “Brand New Thing,” not an “Old Thing” Modified

A cor­po­ra­tion is a brand new thing, not an old thing mod­i­fied. Pri­or to the moment when the orga­niz­ing paper­work for a cor­po­ra­tion is filed and prop­er­ly “cer­ti­fied” by the State of Geor­gia, that cor­po­ra­tion did not exist. Once the cor­po­ra­tion is “cer­ti­fied,” it becomes a brand new enti­ty under law. A new “legal per­son” is “born.” But a cor­po­ra­tion is noth­ing like a nat­ur­al per­son. Fur­ther­more, cor­po­ra­tions are not just float­ing around until one decides to use them. A cor­po­ra­tion is a gov­ern­ment-cre­at­ed enti­ty. Author­i­ty for a cor­po­ra­tion derives pure­ly from the will of the peo­ple, expressed in the laws and cer­ti­fied by offi­cers duly-elect­ed into the people’s gov­ern­ment. That is why it takes the issuance of a “Cer­tifi­cate of Incor­po­ra­tion,” signed by an offi­cial duly-autho­rized by the peo­ple before a cor­po­ra­tion is legal. The cer­tifi­cate pro­vides a tan­gi­ble, pub­lic record that a new cor­po­ra­tion, a new legal per­son, has been born into exis­tence under Title 14. 

Here is an exam­ple of such a certificate: 

The “birth cer­tifi­cate” of Geor­gia Repub­li­can Par­ty, Inc.

Although this cer­tifi­cate is signed by then Sec­re­tary of State Bri­an Kemp, in an attempt to dis­tance him­self from the respon­si­bil­i­ty of sign­ing this cer­tifi­cate, Kemp recent­ly stat­ed this cer­tifi­cate was signed not by him, but by an ink machine. If the spir­it of what Kemp con­tends is true, this cer­tifi­cate of incor­po­ra­tion is a coun­ter­feit forgery and the cor­po­ra­tion it cer­ti­fies does not law­ful­ly exist. That is because ink machines have no author­i­ty in and of them­selves. Only duly-elect­ed offi­cials have author­i­ty under the law. If a duly-elect­ed offi­cial autho­rizes his name to be signed by an ink machine, every ink machine sig­na­ture is his sig­na­ture, and he bears com­men­su­rate respon­si­bil­i­ty. Fur­ther­more, should the Sec­re­tary of State, either Kemp or now Brad Raffes­perg­er, allow this Title 14 cor­po­ra­tion to oper­ate under Title 21, which is the Geor­gia Law under­writ­ing the cre­ation and oper­a­tion of polit­i­cal par­ties, they would bear respon­si­bil­i­ty for vio­lat­ing OCGA 21–2‑110© pro­hibit­ing “decep­tive­ly sim­i­lar names.” And that is what they appear to be doing. 

OCGA 21–2‑110© pro­hibit­ing decep­tive­ly sim­i­lar names

Any­one pay­ing atten­tion to my last two Sub­stacks should now under­stand why OCGA 21–2‑110© is impor­tant. At this moment, a polit­i­cal par­ty, GRP, and a cor­po­ra­tion by the same name, GRP, Inc., which are com­plete­ly dif­fer­ent, gov­ern­ment-cre­at­ed enti­ties, each cre­at­ed under bod­ies of law apart from them­selves, have been unlaw­ful­ly con­flat­ed by the offi­cers of each, who under a scheme they and oth­ers pre­ced­ing them devised, just hap­pen to be the same indi­vid­u­als, respec­tive­ly. That the offi­cers of these two enti­ties, GRP and GRP, Inc. are the same indi­vid­u­als, is noth­ing of law. That fact is mere­ly due to the names of each being man­u­al­ly entered into state records as being the same indi­vid­u­als. There is no telling how many laws are vio­lat­ed by the decep­tion I describe!

Falicy #1 “One Can ‘Incorporate’ an Existing Government-Created Entity”

One mis­con­cep­tion, either by mis­take or design, is that one may “incor­po­rate” an exist­ing gov­ern­ment-cre­at­ed enti­ty. That mis­con­cep­tion like­ly aris­es from the fact that if one oper­ates a busi­ness as a sole-pro­pri­etor­ship, in oth­er words, out­side of any gov­ern­ment-cre­at­ed enti­ty, one may incor­po­rate a new gov­ern­ment-cre­at­ed enti­ty, name it, shift assets, lia­bil­i­ties and cer­tain equi­ty from the sole-pro­pri­etor­ship, and into the gov­ern­ment-cre­at­ed enti­ty, and begin car­ry­ing out vir­tu­al­ly the same oper­a­tions, adding cer­tain gov­ern­ment report­ing require­ments, hard­ly “skip­ping a beat” in the process. And while it may seem as though such an oper­a­tion is the “incor­po­ra­tion” of an exist­ing enti­ty, it is not. Instead, it is an “incor­po­ra­tion,” in oth­er words a cre­ation of a new gov­ern­ment-cre­at­ed enti­ty, and the cap­i­tal­iza­tion of that enti­ty with con­tri­bu­tions of cap­i­tal assets, direct­ly from the own­er of the pre­vi­ous oper­a­tion into the new enti­ty. In exchange, the own­er receives stock in the com­pa­ny. Stock cer­tifi­cates are tan­gi­ble, enforce­able records of own­er­ship. When a move such as I describe occurs, the orig­i­nal sole-pro­pri­etor­ship does not “morph” and become a cor­po­ra­tion. The sole-pro­pri­etor­ship does not “incor­po­rate itself.” Instead, the sole-pro­pri­etor­ship ceas­es oper­a­tion and the new, gov­ern­ment-cre­at­ed cor­po­ra­tion starts up, the busi­ness under con­sid­er­a­tion oper­at­ing seam­less­ly as it had before under the sole-pro­pri­etor­ship. Noth­ing would nec­es­sar­i­ly look dif­fer­ent or smell dif­fer­ent, but the enti­ty would be dif­fer­ent nonethe­less. The new enti­ty oper­at­ing the busi­ness, would have no his­to­ry out­side of the his­to­ry both the own­er and his or her cred­i­tors agree to allow placed under the new cor­po­rate shell. The pur­pose of the move I describe would be to shield the own­ers’ per­son­al assets from attach­ment by cred­i­tors of the busi­ness, should the busi­ness fail to live up to its finan­cial obligations. 

And so, while it may appear as though, under the sce­nario I describe a busi­ness own­er might “incor­po­rate” his busi­ness, what real­ly hap­pens is that he or she ceas­es oper­at­ing one busi­ness and starts oper­at­ing a new and dif­fer­ent busi­ness, under a dif­fer­ent enti­ty sep­a­rate and apart from the first. The only time a cor­po­ra­tion might place anoth­er gov­ern­ment-cre­at­ed enti­ty under its shell is if one Title 14 cor­po­ra­tion either merges with or acquires anoth­er Title 14 cor­po­ra­tion. Because both enti­ties pos­sess the same “DNA,” in oth­er words, the same gov­ern­men­tal author­i­ties and bound­aries, they can come togeth­er and act as one. Note that a cor­po­ra­tion can own an LLC, because a corporation’s author­i­ta­tive bound­aries include those of an LLC. But an LLC can­not own a cor­po­ra­tion because its author­i­ta­tive bound­aries do not include all the author­i­ties and bound­aries of a cor­po­ra­tion. The “less­er,” there­fore, can­not oper­ate as the “greater.”

In any event, enti­ties cre­at­ed under dif­fer­ent titles of law, have very few, if any, com­mon author­i­ties. That is why they are found­ed under dif­fer­ent titles of law. A cor­po­ra­tion cre­at­ed under Title 14 has no bal­lot access. A polit­i­cal par­ty under Title 21 has no share­hold­ers. A polit­i­cal par­ty can­not oper­ate as a cor­po­ra­tion because the entire pur­pose of a polit­i­cal par­ty is to place can­di­dates on a bal­lot, which a cor­po­ra­tion lacks author­i­ty to do. 

Falicy #2: “A Political Party Can Do Anything It Is Not Prohibited to Do Under Law”

The sec­ond argu­ment I am hear­ing is that a polit­i­cal par­ty “can do any­thing it is not pro­hib­it­ed under law to do,” thus it can incor­po­rate and “oper­ate under a cor­po­rate shell.” First of all, to oper­ate under a cor­po­rate shell, a polit­i­cal par­ty would have to place itself “with­in” the cor­po­ra­tion. I have already dealt with that argu­ment. A polit­i­cal par­ty, cre­at­ed under Title 21 can­not oper­ate “with­in” a cor­po­ra­tion cre­at­ed under Title 14 because the author­i­ties and bound­aries of a polit­i­cal par­ty are out­side of a corporation’s author­i­ties and bound­aries. A cor­po­ra­tion can­not assert author­i­ties it does not pos­sess. A cor­po­ra­tion, once again, can­not place a can­di­date on a law­ful bal­lot. There­fore a polit­i­cal par­ty can­not be a corporation. 

But sec­ond­ly, the rule assert­ed in this argu­ment is unfound­ed. Because there is no author­i­ty nor pro­ce­dure in law pro­vid­ing for a polit­i­cal par­ty to “incor­po­rate itself,” there is no law­ful means for it to hap­pen. Sim­i­lar­ly, can an LLC wrap itself with a cor­po­rate shell? No. Why not? It can­not because there is no such law­ful bound­ary as an “LLC/Corporation.” An LLC/Corporation is not a thing under Title 14. But where does the law say an LLC can’t incor­po­rate? It doesn’t. But that is not even a valid ques­tion. The valid ques­tion is, where does the law AUTHORIZE IT to become an LLC/Corporation? It doesn’t. There is no author­i­ty in law for an LLC to “incor­po­rate itself.” An LLC can CONVERT itself and BECOME a cor­po­ra­tion. But in doing so, the orig­i­nal LLC enti­ty no longer exists. 

Should a polit­i­cal par­ty CONVERT itself and BECOME a cor­po­ra­tion, if that were even pos­si­ble under law, which is it is not, the polit­i­cal par­ty would no longer exist. But the polit­i­cal par­ty has no author­i­ty in law to become a cor­po­ra­tion any­way. So a polit­i­cal par­ty can­not become anoth­er enti­ty just because the law does not strict­ly pro­hib­it it. The law does not have to list every­thing in the world any­one might dream of doing with a polit­i­cal par­ty for those things not to be law­ful. For a gov­ern­ment-cre­at­ed enti­ty to become some­thing it was not when it was cre­at­ed, the law must pro­vide author­i­ty and a pro­ce­dure for accom­plish­ing it. Absent such a pro­ce­dure in law, mor­ph­ing from one gov­ern­ment-cre­at­ed enti­ty and becom­ing anoth­er can­not be done. 

A Political Party Cannot Simply Operate as a Corporation by the Same Name

In the instance of the Geor­gia Repub­li­can Par­ty (GRP) oper­at­ing as the Geor­gia Repub­li­can Par­ty, Inc. (GRP, Inc.), the pow­ers that be, who hap­pen to be the same indi­vid­u­als in each respec­tive enti­ty, under­took no law­ful pro­ce­dures to accom­plish mor­ph­ing the for­mer to become the lat­ter. They sim­ply began a course of pub­licly, and erro­neous­ly, por­tray­ing those enti­ties to be the same, meld­ing the two togeth­er in the pub­lic mind. And evi­dent­ly, very few hear­ing that por­tray­al either pos­sessed enough knowl­edge, enough courage, or enough integri­ty to protest. 

As I wrote above, for one cre­at­ed enti­ty to begin oper­at­ing as a dif­fer­ent cre­at­ed enti­ty, there must be a law­ful pro­ce­dure involved, per­haps forms filed, notices sent out, cer­tifi­cates issued, or some­thing, some pro­ce­dure pre­scribed in law, under­tak­en to ini­ti­ate and final­ize the change. In this case, no pro­ce­dures were under­tak­en, no papers filed, no notices sent, noth­ing of the sort. There are no such pro­ce­dures pre­scribed in law in any event. Thus, there are no papers or notices avail­able to file or send out because a polit­i­cal par­ty is not enti­tled to become, or act in any way as a corporation. 

As I wrote recent­ly, accord­ing to the min­utes of a Feb­ru­ary 19, 2022 meet­ing of the Geor­gia Repub­li­can Par­ty State Com­mit­tee, then par­ty Chair­man David Schafer is doc­u­ment­ed explain­ing the “legal struc­ture of the par­ty,” to that com­mit­tee, as he osten­si­bly under­stood it. Dur­ing that meet­ing, accord­ing­ly, Schafer por­trayed that the Geor­gia Repub­li­can Par­ty is a polit­i­cal par­ty under Title 21, but “also a non-prof­it orga­ni­za­tion under cor­po­rate code (OCGA Title 14).” Thus, as I pre­vi­ous­ly wrote, Schafer’s state­ments can­not be true. Only the enti­ty names are sim­i­lar and their respec­tive exec­u­tive offi­cers are the same indi­vid­u­als. Oth­er than that, there is noth­ing link­ing these enti­ties togeth­er as one law­ful entity. 

Min­utes of a Feb­ru­ary 19, 2022 meet­ing of the Geor­gia Repub­li­can Par­ty State Committee,

To become the “hybrid enti­ty” to which Schafer referred, some­one sim­ply edit­ed the exist­ing Rules of the Geor­gia Repub­li­can Par­ty in a word proces­sor, plac­ing “Inc.” after the word “Par­ty” wher­ev­er it occurred, made a few addi­tion­al changes, offered the doc­u­ment up to the State Com­mit­tee for approval, took a vote and the changes were approved. The new doc­u­ment was filed with the Geor­gia Sec­re­tary of State and off they went act­ing as if the Geor­gia Repub­li­can Par­ty had “incor­po­rat­ed itself.” Noth­ing is fur­ther from the truth. I hate to say it, but these peo­ple deserve to lose elec­tions. And they are learned indi­vid­u­als, pro­fes­sion­als, sev­er­al being attorneys. 

So, we are left to imag­ine that all of these peo­ple, includ­ing for­mer Sec­re­tary of State, now Gov­er­nor, Bri­an Kemp, present Sec­re­tary of State Brad Raf­fensperg­er, and all of those in exec­u­tive offices of the Geor­gia Repub­li­can Par­ty, are either stu­pid allow­ing all this to hap­pen, or they are know­ing­ly vio­lat­ing the law. You might know, I have been study­ing politi­cians for quite some time. Years ago, I gave them at least enough cred­it for being stu­pid. But even­tu­al­ly I learned that hard­ly any­one could be as stu­pid as it would take to do some of the things they do. That leaves only the pos­si­bil­i­ty that these peo­ple are pur­pose­ly vio­lat­ing the law. Either way, they can­not be trusted. 

The one moti­va­tion that seems to bring them all togeth­er, is the notion that they all desire Don­ald Trump to lose the nation­al elec­tion in 2024. Dis­qual­i­fy­ing Trump’s bal­lot access to the 2024 Repub­li­can pri­ma­ry bal­lot, or dis­qual­i­fy­ing his elec­tors being seat­ed at the 2024 Repub­li­can Nation­al Con­ven­tion, would help bring that about. 

So, you tell me, are these peo­ple just stu­pid, or is there a plan being exe­cut­ed here? 

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