FEDERAL ELECTION COMMISSION

Washington, DC 

BEFORE THE FEDERAL ELECTION COMMISSION

In the Matter of ) 

 ) 

Jonathan Jenkins ) MUR 7413

Jonathan Jenkins for Senate ) 

and Chris Ehlinger in his official ) 

capacity as treasurer ) 

Indie Party, Co. ) 

 ) 

STATEMENT OF REASONS OF VICE CHAIR ALLEN DICKERSON AND 

COMMISSIONERS SEAN J. COOKSEY AND JAMES E. “TREY” TRAINOR III

In this Matter, the question before the Commission was whether Indie Party, Co. 

(“IPC”), a for-profit corporation, qualified as a political committee and subsequently failed to 

register with and report to the Commission, in violation of the Federal Election Campaign 

Act of 1971, as amended (the “Act”).

Our Office of General Counsel (“OGC”) recommended that we find reason to believe 

that IPC violated 52 U.S.C. §§ 30102, 30103, and 30104. We declined to do so because the 

evidence before us did not support a reason-to-believe finding that IPC accepted contributions 

or made expenditures exceeding $1,000, a precondition to becoming a political committee. We 

also note that, given the lack of available evidence that IPC made contributions or received 

expenditures exceeding $1,000, the question of whether the entity was controlled by a Federal 

candidate or had the “major purpose” of influencing Federal elections is immaterial. Instead, 

the evidence best supports the view that IPC was a business that properly received payment 

for the services it rendered to a candidate’s authorized committee (which, in turn, reported 

disbursing funds for those services), while seeking to market itself to investors and potential 

clients as a tech-savvy “disruptor” within the market for political campaign services. 

I. PROCEDURAL BACKGROUND

The Complaint in this matter was filed on June 11, 2018, and asserts that Jonathan 

Jenkins, a 2018 senatorial candidate from Texas (“Jenkins”), his authorized committee, 

Jonathan Jenkins for Senate (the “Jenkins Committee”), and IPC variously violated the Act 

by making and receiving illegal corporate in-kind contributions, violating the Act’s soft money 

provisions, failing to register IPC as a political committee, and illegally utilizing a 

cryptocurrency ostensibly issued by IPC.1 

 

1 Compl. at 1–6, MUR 7413 (Jonathan Jenkins for Senate, et al.). 

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Statement of Reasons

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OGC recommended that the Commission take no action at this time with respect to 

all but one of these allegations: that IPC failed to register and report as a political committee 

in violation of 52 U.S.C. §§ 30102, 30103, and 30104.2 On June 10, 2021, the Commission 

declined by a vote of 3-3 to approve this recommendation, and unanimously voted to close the 

file.3

II. FACTUAL BACKGROUND

IPC was organized on January 16, 2018 as a for-profit corporation in the state of 

Texas, and its formation documents list Jenkins as its sole director.4 Two days later, IPC also 

appears to have incorporated in Delaware.5 In March or early April of 2018, IPC issued a 

press release announcing its launch at Austin’s SXSW festival6 and its intention to, among 

other things, “redefin[e] political capital through the creation of a political marketplace 

powered by the Indie Token, a virtual political currency created by Indie Party Co. that 

harnesses blockchain technology to make the campaign finance system more transparent and 

engaging to the American voter.” IPC intended to offer “related technologies and tools that 

will power the campaigns of candidates who want to run outside of the two-party system,” 

and “develop[] a digital platform for campaigning and governing designed to engage voters 

by opening a direct line of communication to Indie candidates on the issues that matter most 

to them.”7 

On April 9, 2018, IPC notified the Securities and Exchange Commission (“SEC”) that 

it intended to raise capital in a Rule 506(c) offering.8 In general, Rule 506(c) provides for a 

regulatory safe harbor to the Securities Act of 1933 that allows issuers to privately sell 

securities without registering the offering with the SEC, provided that the issuer takes 

reasonable steps to ensure that each purchaser is an “accredited investor.”9

On May 2, 2018, Jenkins filed a Statement of Candidacy,10 and the Jenkins 

Committee filed a Statement of Organization.11 On May 3, 2018, Jenkins issued a press 

release formally announcing his candidacy for U.S. Senate in Texas as an independent.12 The 

 

2 First Gen. Counsel’s Report at 10, MUR 7413 (Jonathan Jenkins for Senate, et al.).

3 Certification (June 10, 2021), MUR 7413 (Jonathan Jenkins for Senate, et al.). 4 Tex. Comptroller of Pub. Accounts, File No. 0802907658 (Effective Date Jan 16, 2018).

5 Del. Dep’t of State, Div. of Corps., File No. 6715737 (Effective Date Jan 18, 2018). 

6 SXSW (also known as “South by Southwest”) is an annual festival and conference showcasing film, 

music, interactive media, and technology that typically takes place each year in mid-March in 

Austin, Texas.

7 Indie Party Press Release, available at https://businessviewmagazine.com/new-political-movementlaunches-offer-alternative-solution-american-voters (cited in Complaint n.19).

8 See Compl. at Ex. D, MUR 7413.

9 17 C.F.R. § 230.506(c). An individual investor is “accredited” if he or she has a net worth exceeding 

$1,000,000, excluding any positive equity or indebtedness they may have with respect to their 

primary residence. 17 C.F.R. § 230.501(a)(5)(i).

10 Statement of Candidacy, Jonathan Jenkins, available at

https://docquery.fec.gov/pdf/328/201805020200363328/201805020200363328.pdf. 11 Statement of Organization, Jonathan Jenkins for Senate Committee, available at

http://docquery.fec.gov/pdf/320/201805020200363320/201805020200363320.pdf.

12 Jenkins Press Release, available at https://www.prweb.com/releases/2018/05/prweb15460016.htm.

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Jenkins Committee’s 2018 July Quarterly Report lists expenditures related to obtaining 

ballot access in Texas, but Jenkins ultimately failed to qualify for the ballot by the June 18, 

2018 deadline, and the Committee ceased making expenditures and accepting contributions 

after that date.13

III. APPLICABLE LAW

Under the Act and Commission regulations, a “political committee” is “any committee, 

club, association, or other group of persons which receives contributions aggregating in excess 

of $1,000 or which makes expenditures aggregating in excess of $1,000 during a calendar 

year.”14 A “contribution” is a “gift, subscription, loan, ... advance, or deposit of money or 

anything of value made by any person for the purpose of influencing any election for Federal 

office,”15 and an “expenditure” is a “purchase, payment, distribution, loan, ... advance, 

deposit, or gift of money or anything of value, made by any person for the purpose of 

influencing any election for Federal office.”16 Political committees established, financed, 

maintained, or controlled by the same candidate for the same election to Federal office are 

considered affiliated under the Act, and share one overall contribution limit, per candidate, 

per election.17

When the Act was initially passed, Congress elected not to regulate many “liberal, 

labor, environmental, business and conservative organizations”18 (emphasis added) as 

political committees, including those that “frequently and necessarily refer to, praise, 

criticize, set forth, describe or rate the conduct or actions of clearly identified public officials 

who may also happen to be candidates for federal office.”19 Rather, Congress provided that 

those organizations should be subject to separate disclosure requirements under an 

independent provision of the Act.20 The D.C. Circuit, however, declared that provision 

unconstitutional in Buckley v. Valeo, and its ruling, rather than being appealed to the 

Supreme Court, was “apparently accept[ed]” by lawmakers.21

At the same time, various courts considered vagueness and overbreadth challenges to 

the definition of “political committee,” and from the beginning, the judiciary warned that, 

absent a limiting construction, “[t]he dampening effect on first amendment rights ... would 

 

13 Jonathan Jenkins for Senate Committee, July 2018 Quarterly Report, available at 

http://docquery.fec.gov/pdf/102/201807190200622102/201807190200622102.pdf; see Patrick Svitek, 

Independent U.S. Senate candidate with unconventional campaign misses filing deadline, TEX.

TRIBUNE, available at https://www.texastribune.org/2018/06/21/independent-us-senate-candidateunconventional-campaign-misses-filing-/. 14 52 U.S.C. § 30101(4)(a); 11 C.F.R. § 100.5(a).

15 52 U.S.C. § 30101(8)(a); 11 C.F.R. § 100.52(a).

16 52 U.S.C. § 30101(9)(a); 11 C.F.R. § 100.111(a).

17 11 C.F.R. §§ 100.5(g)(1)–(2); 110.3(a)

18 120 CONG. REC. H10333 (daily ed., Oct. 10, 1974).

19 Buckley v. Valeo, 519 F.2d 821, 871 (D.C. Cir. 1975) (per curiam), aff’d in part, 424 U.S. 1 (1976), 

and cited by the Supreme Court in Buckley v. Valeo, 424 U.S. 1, 79 n.106 (1976).

20 2 U.S.C. § 437a (1974). 21 See Buckley, 519 F.2d at 863 n.112 (observing that, while making other changes to the political 

committee definition, Congress did not materially alter the provision in response to the narrowing 

constructions imposed by Jennings and National Committee for Impeachment).

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be intolerable.”22 Consequently, the Supreme Court further limited the definition of “political 

committee” to entities whose “major purpose” is the election or defeat of candidates for 

Federal office.23 However, the question of whether an entity has the “major purpose” of 

electing or defeating candidates for Federal office is not germane if that entity does not clear 

the initial bar for political committee status by receiving or making in excess of $1,000 in 

contributions or expenditures.

IV. LEGAL ANALYSIS

The Complainant and OGC assume, based on IPC’s promotional statements and press 

releases, that IPC was—rather than a for-profit business—a “group of individuals that ... 

raised more than $1,000 in contributions and made more than $1,000 in expenditures” with 

“the major purpose [of] the election of federal candidates”—namely, candidate Jenkins—and 

therefore that IPC should have registered with and reported to the Commission as a political 

committee.24 We disagree. In fact, the Complaint’s own exhibits indicate that the funds 

received by IPC were proceeds resulting from IPC’s sale of equity securities to accredited 

investors in a non-public offering, rather than contributions solicited from donors for the 

purpose of influencing federal elections, and the Jenkins Committee’s filings with the 

Commission indicate that IPC was paid for its services as a ballot access vendor.25 

On the contributions front, the Complaint does not provide evidence that IPC raised 

funds from sources other than the accredited investors it ostensibly solicited in or around 

April 2018 under its Rule 506(c) offering. And based on IPC’s public filings with the SEC, 

IPC was not soliciting or accepting contributions for the purpose of influencing elections. 

Rather, it was soliciting capital from investors in exchange for providing them with an equity 

stake in IPC. The Commission is not aware of any complaints by those investors that they 

were somehow deceived about IPC’s mission or purpose, or that IPC led them to believe that 

it intended to operate as a nonprofit political committee rather than a profit-generating 

company that would, hopefully, provide them with a return on their investment. Moreover, 

whether or not an investment in a for-profit entity is worthwhile, profitable, or appropriately 

priced26 is outside this agency’s area of expertise. In short, the evidence is insufficient to 

establish reason to believe that IPC received in excess of $1,000 in “contributions” within the 

meaning of the Act.

IPC could still be a political committee if it exceeded $1,000 in expenditures, but there 

is no evidence it did so. The Complaint alleges (based on tweets and political canvasser job 

advertisements posted by IPC) that IPC paid for a “significant portion of the signature 

 

22 United States v. Nat’l Comm. for Impeachment, 469 F.2d 1135, 1142 (2d Cir. 1972). This opinion 

was adopted by the D.C. Circuit in Buckley v. Valeo, 519 F.2d 821, 863 n.112 (D.C. Cir. 1975) (per 

curiam), aff’d in part, 424 U.S. 1 (1976), and cited by the Supreme Court in its opinion in Buckley v. 

Valeo, 424 U.S. 1, 79 n.106 (1976).

23 Buckley, 424 U.S. at 79. 24 Compl. at 5, MUR 7413; see also First Gen. Counsel’s Report at 5, MUR 7413.

25 Jonathan Jenkins for Senate Committee, July 2018 Quarterly Report, available at 

http://docquery.fec.gov/pdf/102/201807190200622102/201807190200622102.pdf. 26 Courts generally recognize the proposition that—absent fraud on the market—the “just” price of a 

security is whatever that market will bear based upon the competing judgments of buyers and 

sellers. See, e.g., Basic Inc. v. Levinson, 485 U.S. 224, 245–46 (1988).

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Statement of Reasons

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collection efforts” in support of the Jenkins Committee.27 This allegation is refuted by the 

Jenkins Committee’s own filings with the Commission, which include $100,000 in 

disbursements made to IPC for “Signiture [sic] Gathering” on the 2018 July Quarterly 

Report.28 In the absence of any evidence indicating that IPC provided these services or other 

services to the Jenkins Committee gratuitously, or for less than fair market value, we decline 

to characterize them as either “expenditures” or “in-kind contributions” under the Act.

Because the available evidence in this Matter does not indicate that IPC accepted 

contributions or made expenditures in excess of $1,000, the next stage of the political 

committee analysis—whether the entity had the “major purpose” of electing or defeating 

candidates for Federal office—is irrelevant, as is Jenkins’s apparent control of IPC. Even so, 

in light of the Complaint’s and OGC’s characterization of common sales puffery as statements 

indicating an entity’s political purpose, we wish to briefly explain why the Commission should 

avoid weighing in on the public statements of campaign vendors that provide services for fair 

market value and do not otherwise qualify as political committees. 

Vendors that provide paid services to candidates and their campaigns will inevitably 

seek to market themselves effectively, and in the political sphere, the most effective 

marketing is the assurance that a vendor is committed to its client’s electoral victory. A 

vendor also may seek to show off their past wins and establish a positive track record by 

posting clients’ campaign materials—perhaps even the campaign materials of current 

candidates—on its public website. And in many instances, campaign vendors effectively pick 

a partisan side and explicitly market themselves as capable of helping candidates from one 

party win their elections. Individual vendors’ motivations and ideologies aside, this type of 

marketing is aimed at fostering trust and generating business in a crowded and growing 

field. 

The Commission has concluded on multiple occasions that a commercial vendor 

providing services to political committees under 11 C.F.R. § 114.2(f)(1) need not make its 

services available to committees representing all political ideologies, and may establish 

objective business criteria to protect the commercial viability of its business without making 

contributions to the committees that meet those criteria.29 It is no coincidence that IPC 

released a press statement marketing itself as a company aimed at “power[ing] the 

campaigns of candidates who want to run outside of the two-party system” and “build[ing] a 

movement that can elect candidates who will create a powerful minority between the two 

major political parties” mere days before soliciting investors in a non-public securities 

offering. Announcing the formation of a company that would effectively “disrupt” the twoparty system and politics at large by providing services to certain types of candidates is not 

advocacy for advocacy’s sake. In IPC’s case, it appears to have been a marketing technique 

 

27 Compl. at 3, MUR 7413.

28 Ultimately, Jenkins failed to qualify for the ballot, and the Jenkins Committee ceased accepting 

contributions and making expenditures in June of 2018.

29 See Advisory Opinion 2012-28 (CTIA — The Wireless Association) at 3, 8–9 (no contribution where 

“wireless service providers may decide, due to commercial considerations, to accept proposals from 

some political committees and not others”); Advisory Opinion 2012-26 (Cooper for Congress et al.) at 

10 (no contribution where its participation was subject to “objective and commercially reasonable” 

criteria); Advisory Opinion 2006-34 (Working Assets) at 2–3 (describing requestor’s proposed use of 

“common commercial principles” to determine partner entities’ commercial viability).

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geared at raising capital for a fledgling business, rather than an effort to solicit contributions 

under the Act.

Under the rationale provided by the Complainant and OGC, statements and materials 

indicating that a vendor’s activities focus exclusively on nominating or electing candidates 

for office could expose a wide range of political campaign-oriented businesses to potential 

complaints and enforcement under the Act. Based on the Act, its legislative history, and

Commission precedent, this cannot be correct.30 Absent evidence that a political campaign 

vendor is charging a candidate or their committee less than fair market value for services 

rendered, that vendor’s public statements aimed at generating engagement with or business 

from candidates, their campaigns, voters, and volunteers are not within the purview of the 

Act or the Commission’s jurisdiction.

Accordingly, for the foregoing reasons, we voted against OGC’s recommendation that 

we find reason to believe that IPC violated 52 U.S.C. §§ 30102, 30103, and 30104. 

July 14, 2021_______________

Date

___________________________

Allen Dickerson

Vice Chair

July 14, 2021_______________

Date

___________________________ 

Sean J. Cooksey 

Commissioner

July 14, 2021_______________

Date

___________________________ 

James E. “Trey” Trainor III

Commissioner

30 See supra n.18–23, n.29, and accompanying text.

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