FEDERAL ELECTION COMMISSION - JUL ? 3 2017 

WASHINGTON, D.C 20463 

ELECTRONIC MAIL AND FIRST CLASS U.S. MAIL 

James C. Thomas, IE, agent 

Government Integrity, LLC 

1 c/o Kory Langiiofer, Esq. 

'j Statecraft PLLC 

y 649 North Fourth Avenue, First Floor 

4 Phoenix, AZ 85003 

^ kory@statecraftlaw.com 

I RE: MUR6920 

^ Government Integrity, LLC 

g James C. Thomas, agent 

1 

2 Dear Mr. Langhofer: 

On April 20,2017, the Federal Election Commission notified your client, James C. 

Thomas, ni in his official capacity as agent of Government Integrity, LLC, of a complaint 

alleging violations of certain sections of the Federal Election Campaign Act of 1971, as amended 

("the Act"). A copy of the complaint was forwarded to your client at that time. 

Upon review of the allegations contained in the complaint, and information provided by 

your client, the Commission, on July 11,2017, found that there is reason to believe that your 

client violated 52 U.S.C. § 30122, a provision of the Act. The Factual and Legal Analysis, which 

formed a basis for the Commission's finding, is enclosed for your information. 

Your client may submit any factual or legal materials that you believe are relevant to the 

Commission's consideration of this matter. Please submifsuch materials to the Office of the 

General Counsel within 15 days of receipt of this notification. Where appropriate, statements 

should be submitted under oath. In the absence of additional information, the Commission may 

find probable cause to believe that a violation has occurred and proceed with conciliation. See 52 

use § 30109(a)(4). 

Please note tliat you and your client have a legal obligation to preserve all documents, 

records and materials relating to this matter until such time as you are notified that the 

Commission has closed its file in this matter. See 18 U.S.C. § 1519. 

If your client is interested in pursuing pre-probable cause conciliation, you should make 

such a request by letter to the Office of the General Counsel. See 11 C.F.R. §111.18(d). Upon 

receipt of the request, the Office of the General Counsel will make recommendations to the 
Commission either proposing an agreement in settlement of the matter or recommending 

declining that pre-probable cause conciliation be pursued. The Office of the General Counsel 

may recommend that pre-probable cause conciliation not be entered into in order to complete its 

investigation of the matter. Further, the Commission will not entertain requests for pre-probable 

cause conciliation after briefs on probable cause have been delivered to the respondent(s). 

Requests for extensions of time are not routinely granted. Requests must be made in writing at 

least five days prior to the due date of the response and good cause must be demonstrated. In 

addition, the Office of the General Counsel ordinarily will not give extensions beyond 20 days. 

Extensions will not be granted absent your client's agreement to toll the statute of limitations. 

Pre-probable cause conciliation, extensions of time, and other enforcement procedures and 

. options are discussed more comprehensively in the Commission's "Guidebook for Complainants 

J and Respondents on the FEC Enforcement Process," which is available on the Commission's 

0 website at http://www.fec.gov/em/respondent_guide.pdf. 

.4 Please be advised that,, although the Commission cannot disclose information regarding 

4 an investigation to the public, it may share information on a confidential basis with other law 

J enforcement agencies.' 

3 This matter will remain confidential in accordance with 52 U.S.C. § 30109(a)(4)(B) and 

5 30109(a)(l2)(A) unless you notify the Commission in writing that you wish the matter to be 

made public. For your information, we have enclosed a brief description of the Commission's 

procedures for handling possible violations of the Act. If you have any . questions, please contact 

Antoinette Fuoto, the attorney assigned to this matter, at (202) 694-1634 or afuoto@fec.gov. 

On behalf of the Commission, 

Steven T. Walther 

Chairman 

Enclosures 

Factual and Legal Analysis 

' The Commission has the statutory authority to refer knowing and vdllfiil violations of the 

Act to the Department of Justice for potential criminal prosecution, 52 U.S.C. § 30109(a)(5)(C), 

and to report information regarding violations of law not within its jurisdiction to appropriate law 

enforcement authorities. Id § 30107(a)(9). 
1 FEDERAL ELECTION COMMISSION 

2 

3 FACTUAL AND LEGAL ANALYSIS 

4 

5 MUR; 6920 

6 RESPONDENT: Government Integrity LLC 

7 1. INTRODUCTION 

, 8 This matter was generated by a Complaint alleging that an Unknown Respondent made a 

Q 9 $1.71 million contribution to Now or Never PAC in the name of American. Conservative Unioih 

4 

4 10 ("ACU"), in violation of 52 U.S.C. § 30122 and 11 C.F.R. § 110.4(b). The Commission found 

•4 

11 reason to believe that Unknown Respondent violated 52 U.S.C. § 30122. Based on the available 

12 information, the Commission now substitutes Government Integrity LLC in the place of 

13 "Unknown Respondent" in the Commission's previous reason-to-believe finding. 

14 II. FACTUAL BACKGROUND 

15 Now or Never PAC, an independent expenditure only comihittee, reported that on 

16 October 31, 2012, it received a $ 1 ;71 million contribution, from ACU,' a 501 (c)(4) social welfare 

17 organization.^ In May 2014, apparently after an independent auditor reviewed its 2012 finances,^ 

18 ACU filed an Amended 2012 IRS Form 990 that disclosed the $1.71 contribution to Npw or 

19 Never PAC as "a political contribution received by the Organization and promptly and directly 

20 delivered to a separate political organization."" The Complaint alleged that.Uiiknown 

21 Respondent is the true source of the $1.71 million contribution made in ACU's name to Now or 

' Now or Never PAC, 2012 Post-General Report (Dec. 6,2012) at 6; see also Compl. ^ .14 (Feb. 27,2015). 

^ ACUResp.atl (Apr.23,2015). 

' Compl. nil 15-17, Exs. B (Conlon & Associates Independent Auditor's Report, Apr. 9,2014) and C (ACU 

Amended Form 990, May 12,2014). 

^ Compl Ex. C at Schedule O, Schedule C. 
MUR 6920 (Government Integrity LLC) 

Factual and Legal Analysis 

Page 2 of 3 

1 Never PAC.^ Based on ACU's representation that the contribution to Now or Never PAC was "a 

2 political contribution received by the Organization and promptly and directly delivered to a 

3 separate political organization,"'' the Commission found reason to believe that an Unloiown 

. 4 Respondent violated 52 U.S.C. § 30122 and commenced an investigation. 

5 During the investigation, the Commission learned that James C. Thomas, III, who is also 

6 the treasurer of Now or Never P AC j wired $ 1,800,000 to ACU from an account with the name 

7 Government Integrity LLC and provided an employee of ACU instructions for wiring the 

8 $1,710,000 contribution to Now or Never PAC. Based on this information, O.GC designated GI 

9 LLC and Thomas, as agent of GI LLC, as respondents and notified them of the Complaint. GI 

10 LLC did not respond to the notification. 

11 III. LEGAL ANALYSIS 

12 The Act prohibits a person from knowingly permitting his or her name to be used to 

13 effect a contribution in the name of another.' The requirement that a contribution be made in the 

14 name of its true source promotes Congress's objective of ensuring the complete and accurate 

15 disclosure by candidates and committees of the political contributions they receive.® Courts have 

16 uniformly rejected the assertion that "only the person who actually transmits fimds ... makes the 

17 contribution,"' recognizing that "it is implausible that Congress, in seeking to promote 

^ CompLHH 12. 17. 

" ACU Resp. at 2 (Apr. 23,2015). 

' 52 U.S.C. § 30122; see also 11 C.F.R. § 110.4(b). The teim "person" includes partnerships, corporations, 

and other organizations. 52 U.S.C. § 30101(11); 11 QF.R. § 100.10. 

' See. e.g.. United States v. O'Donnell, 608 F.3d 546,553 (9th Cir. 2010) ("[T]he congressional purpose 

behind [section 30122] — to ensure the complete and accurate disclosure, of the contributors who Finance federal 

elections — is plain."). 

' United States v. Boender, 649 F.3d 650, 660 (7th Cir. 2011). 
MUR 6920 (Government Integrity LLC) 

Factual and Legal Analysis 

Page 3 of 3 

1 transparency, would have understood the relevant contributor to be [an] intermediary who 

2 merely transmitted the campaign gift."'° Accordingly, the Act and the Commission's regulations 

3 provide that a person who provides funds to another for the. purposes of contributing to a 

4 candidate or committee "makes" the resulting contribution." If an intermediary merely plays a 

5 "ministerial role" in transmitting a contribution, the contribution should not be attributed to the 

6 intermediary but instead to the original source.'^ 

7 Based on ACU's representation that the contribution to Now or Never PAC was "a 

8 political contribution received by the Organization and promptly and directly delivered to a 

9 separate political organization," the Commission found reason fo believe that Unkriown 

10 Respondent violated 52 U.S.C. § 30122. Because the Commission identified Government 

11 Integrity LLC as the "Organization" that provided ACU with the political contribution that it 

( 

12 immediately delivered to Now or Never PAC, the Commission substitutes Government .Integrity 

13 LLC in the place of "Unknown Respondent" in the Commission's previous finding that there is 

14 reason to believe that Unknown Respondent violated 52 U.S.C. § 30122 by making a 

15 contribution in the name of another. 

'» 0'Do««e//, 608 F.3dat 554. 

'' See. e.g., Boender, 649 F.3d at 660 ("[W]e consider the giver to be the source of the gift, not any 

intermediary who simply conveys the gift from the donor to the donee."). 

O'Do«/ie//,608 F.3dat550.