Or is there method to their madness?
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.
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:
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.
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.
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?