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

Or is there method to their madness?

Hank Sul­li­van

Oct 2, 2023

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 peo­ples 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 cor­po­ra­tions 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 cor­po­ra­tions 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 does­nt. But that is not even a valid ques­tion. The valid ques­tion is, where does the law AUTHORIZE IT to become an LLC/Corporation? It does­nt. 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, Schafers 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 Trumps 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?