FEDERAL ELECTION COMMISSION 

WASHINGTON, D.C. 20463 

VIA ELECTRONIC AND OVERNIGHT MAIL 

Eliot S. Berke, Esq. 

Berke Farah 

1200 New Hampshire Ave., NW, Suite 800 

Washington, DC 20036 

Dear Mr. Berke: 

SEP 2 1 2017 

RE: MUR6920 

Government Integrity, LLC 

On July 13, 2017 the Federal Election Commission found reason to believe that your 

client, Government Integrity, LLC violated 52 U.S.C. § 30122 by making a contribution in the 

name of another. We have sent to you, under separate cover, the pre-probable cause conciliation 

offer approved by the Commission. 

Although the Commission has offered to resolve this matter prior to a finding of probable 

cause, the Office of the General Counsel is also prepared to recommend that the Commission 

find probable cause to believe that Government Integrity knowingly and willfully violated 52 

U.S.C. § 30122 by making a contribution in the name of another. Therefore, we have enclosed a 

brief stating the position of the General Counsel on the legal and factual issues underlying this 

Office's probable cause recommendation while you consider possible resolution of this matter in 

pre-probable cause conciliation. 

Within 15 days of your receipt of this notice, you may file with the Secretary of the 

Commission a brief ( ten copies if possible) stating your position on the issues and replying to the 

brief of the General Counsel. (Three copies of such brief should also be forwarded to the Office 

of the General Counsel, if possible.) The General Counsel's brief and any brief which you may 

submit will be considered by the Commission before proceeding to a vote of whether there is 

probable cause to believe a violation has occurred. 

If you are unable to file a responsive brief within 15 days, you may submit a written 

request for an extension of time. All requests for extensions of time must be submitted in writing 

five days prior to the due date, and good cause must be demonstrated. In addition, the Office of 

the General Counsel ordinarily will not give extensions beyond 20 days. The Office of the 
General Counsel will not give extensions absent an agreement to toll the applicable statute of 

limitations. 

You may also request additional information gathered by the Commission in the course of 

its investigation in this matter. See Agency Procedure for Disclosure of Documents and 

Information in the Enforcement Process, 76 Fed. Reg. 34986 (June 15, 2011 ). 

In addition, you may also request an oral hearing before the Commission. See Procedural 

Rules for Probable Cause Hearings, 72 Fed. Reg. 64919 (Nov. 19, 2007) and Amendment of 

Agency Procedures for Probable Cause Hearings, 74 Fed. Reg. 55443 (Oct. 28, 2009). Hearings 

are voluntary, and no adverse inference will be drawn by the Commission based on a 

respondent's decision not to request such a hearing. Any request for a hearing must be submitted 

along with your reply brief and must state with specificity why the hearing is being requested and 

what issues the respondent expects to address. In this matter, a request for a probable cause 

hearing will require the Respondent to toll the applicable statute of limitations. See Procedural 

Rules for Probable Cause Hearings, 72 Fed. Reg. 64919, 64920 (Nov. 19, 2007). The 

Commission will notify you within 30 days of your request for a hearing as to whether or not the 

request has been granted. 

A finding of probable cause to believe requires that the Office of the General Counsel 

attempt for a period of not less than 30, but not more than 90 days, to settle this matter through a 

post-probable cause conciliation agreement. 

If you have any questions please contact Antoinette Fuoto, the attorney assigned to this 

matter, at (202) 694-1634. 

Enclosure 

General Counsel's Brief 

evenson 

Acting General Counsel 
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7 

8 

9 I. 

BEFORE THE FEDERAL ELECTION COMMISSION 

In the Matter of 

Government Integrity, LLC 

) 

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GENERAL COUNSEL'S BRIEF 

STATEMENT OF THE CASE 

MUR6920 

10 The Federal Election Commission (the "Commission") received a Complaint alleging 

11 that an Unknown Respondent made a $1.71 million contribution to Now or Never PAC in the 

12 name of American Conservative Union ("ACU"), in violation of 52 U.S.C. § 30122 and 11 

13 C.F.R. § 110.4(b ). Based on ACU's representation that the contribution to Now or Never PAC 

14 was "a political contribution received by the Organization and promptly and directly delivered to 

15 a separate political organization,"1 the Commission found reason to believe that an Unknown 

16 Respondent made a contribution in the name of another.2 

17 During the initial stage of its investigation, the Commission learned that Government 

18 Integrity, LLC ("GI LLC") wired $1.8 million to ACU on the same date ACU wired $1.71 

19 million to Now or Never PAC. The Commission also learned that James C. Thomas, III, the 

20 treasurer of Now or Never PAC, acted as the agent of GI LLC in wiring the funds to ACU. 

21 Based on this information, the Office of the General Counsel ("OGC") designated GI LLC and 

22 Thomas in his capacity as agent of GI LLC as the Unknown Respondent in this matter and 

23 notified them of the Complaint. The Commission subsequently found reason to believe that GI 

24 LLC violated 52 U.S.C. § 30122 by making a contribution in the name ofanother.3 As set forth 

2 

3 

See Comp!. (Feb. 27, 2015), Ex. Cat Schedule 0, Schedule C (ACU Amended Form 990, May 12, 2014). 

See Factual & Legal Analysis (Unknown Respondent), MUR 6920 (Feb. 7, 2017). 

See Factual & Legal Analysis (Government Integrity LLC), MUR 6920 (July 13, 2017). 
MUR 6920 (Government Integrity LLC) 

General Counsel's Brief 

Page 2 of 15 

1 below, based on the record established by its investigation, OGC is prepared to recommend that 

2 the Commission find probable cause to believe that GI LLC knowingly and willfully violated 52 

3 U.S.C. § 30122 and 11 C.F.R § 110.4(b)(l)(i) by making a contribution in the name of another. 

4 II. FACTS 

5 A. Background 

6 1. GILLC 

7 GI LLC is a Delaware limited liability corporation that was established in September 

8 2012.4 GI LLC's only known organizational purpose was to support conservative organizations 

9 and causes.5 Christopher W. Byrd, who died in 2014, served as the "sole manager and officer" 

IO of GI LLC in 2012. 6 Byrd retained Thomas to prepare organizational paperwork, serve as 

11 attorney and perform various tasks on behalf of GI LLC. 7 Thomas states that all tasks he 

12 performed for GI LLC were conducted at the request and under the direction of Byrd. 8 

13 The Incentive Discretionary Trust ("IDT") appears to have formed and financed GI 

14 LLC. 9 Charles Harris, acting as trustee oflDT, appointed Byrd as the "sole nominee" of GI LLC 

4 GI LLC incorporated on September I 0, 2012. See Delaware Secretary of State Entity Search 

(https://icis.corp.delaware.gov/Ecorp/EntitySearch/NameSearch.aspx). 

5 

6 

7 

8 

See Thomas Interrogatory Answers at 3. 

Id. at 1-2. 

Id. at 1, 3. 

Id. at 1. 

9 In an August 24, 2017 telephone conversation with OGC, counsel for IDT referred to GI LLC as being 

" I 00% owned" by IDT. 
MUR 6920 (Government Integrity LLC) 

General Counsel's Brief 

Page 3 of 15 

in or around September 2012, when the LLC was formed. 10 IDT funded GI LLC, wiring it $2.5 

2 million only seven weeks after the LLC's formation.

11 

3 2. Other Relevant Actors 

4 Now or Never PAC is an independent expenditure-only committee that filed its Statement 

5 of Organization with the Commission on February 21, 2012. Thomas, who is both an attorney 

6 and an accountant, has been Now or Never PAC's treasurer since its organization in 2012. 

7 During the 2012 cycle, Now or Never PAC raised $8,250,500 and reported $7,760,174 in 

8 independent expenditures. The group raised $540,000 during the 2014 cycle and reported 

9 $714,811 in independent expenditures. Now or Never PAC has been largely inactive since the 

10 2014 cycle. It has not reported any independent expenditures since then, and raised only $8,000 

11 in2016. 

12 Axiom Strategies is a Missouri-based political consulting firm that has connections to 

13 both Now or Never PAC and GI LLC. Axiom Strategies provides political consulting services, 

14 including fundraising services to Now or Never P AC. 12 Axiom Strategies has "participated in 

15 [Now or Never PAC's] operations and financial activities," and Thomas's terms of engagement 

16 with Now or Never PAC "expressly authorize>' him to carry out the instructions of Axiom 

17 Strategies. 13 Thomas represents that he primarily took direction from Axiom Strategies' founder, 

10 Thomas Interrogatory Answers at 2. A "nominee" is "[a] party who holds bare legal title for the benefit of 

others or who receives and distributes funds for the benefit of others." Black's Law Dictionary (I 0th ed. 2014). 

ll 

12 

13 

See Thomas Interrogatory Answers at 4. 

Axiom Interrogatory Answers at 2 (Sept. 1, 2017). 

Thomas Interrogatory Answers at 7. 
MUR 6920 (Government Integrity LLC) 

General Counsel's Brief 

Page 4 of 15 

1 Jeff Roe. Axiom Strategies also provided GI LLC with recommendations regarding the 

2 distribution of its funds. 14 

3 American Cons~rvative Union is registered with the IRS as a social welfare organization 

4 under section 501(c)(4) of the Internal Revenue Code, and is not registered with the Commission 

5 as a political committee. ACU describes itself as the oldest and largest conservative grassroots 

6 organization in the United States. It received donations totaling $8,485,503 in 2012. 15 In 2012, 

7 ACU's executive director was Gregg Keller. 

8 B. The October 31, 2012 Transactions 

9 On October 31, 2012, GI LLC transferred $1.8 million to ACU. On the same day, shortly 

10 after receiving those funds, ACU transferred $1.71 million to Now or Never PAC. Axiom 

11 Strategies, who provided fundraising services to Now or Never PAC, acknowledges that it both 

12 recommended that GI LLC contribute to ACU and solicited the nearly simultaneous transfer of 

13 funds from ACU to Now or Never PAC. 16 

14 

15 

Id. at 2; see also Axiom Interrogatory Answers at 5. 

See Compl., Ex. Cat Part I. 

16 See Axiom Interrogatory Answers at 4, 7. Axiom Strategies states that it did not communicate its belief 

that ACU would donate to Now or Never PAC to either Thomas or Byrd. Id. at 7. 
MUR 6920 (Government Integrity LLC) 

General Counsel's Brief 

Page 5 of 15 

The transactions occurred within an extremely short window over the course of a single 

2 day. On the morning of October 31, 2012, GI LLC confirmed receipt of a $2.5 million wire 

3 transfer from IDT. 17 Once GI LLC received the funds from IDT, Thomas emailed Axiom 

4 Strategies consultants Jeff Roe and Sarah Hoeller at 11: 11 am, stating "[t]he 2.5 million is here. I 

5 am about to wire $1.8 million to American Conservative Union." 18 

6 Earlier that morning, Keller and Roe sent a series of emails confirming an arrangement to 

7 transfer funds from GI LLC to ACU, and then from ACU to Now or Never PAC. At 9:41 am, 

8 Keller received an email from ACU's banking representative instructing him that, "[w]hen the 

9 funds arrive, we'll reach out to you immediately for notification," and requesting "the outgoing 

10 wire instructions" to prepare the subsequent transfer for Keller's signature. 19 Keller forwarded 

11 that email to Roe at 9:43 am, who forwarded it on to Hoeller and Thomas at 9:46 am.20 

12 At 11 :14 am, after confirming the receipt of funds from IDT, and after receiving Keller's 

13 email, Thomas emailed Roe and Hoeller requesting ACU's wiring address. Roe forwarded that 

14 message to Keller, who confirmed the address.21 Thomas then emailed a bank representative 

I 5 wiring instructions for the transfer of $1.8 million from GI LLC to ACU.22 Thomas states that 

17 See Thomas Interrogatory Answers at 4. It is unclear if GI LLC, which bad only been formed the previous 

month, had any funds prior to receiving that transfer. 

18 

19 

20 

21 

22 

ACU Documents at FEC000004-5. 

Thomas Documents at JT2017-0001. 

Id. 

ACU Documents at FEC000004-5. 

Thomas Documents at JT2017-0015. 
MUR 6920 (Government Integrity LLC) 

General Counsel's Brief 

Page 6 of 15 

1 he wired the funds to ACU at the direction of Byrd.23 After authorizing the transfer, Thomas 

2 emailed Keller, Roe, and Hoeller to confirm that the "[m]oney should be on its way shortly."24 

3 Consistent with Keller's email earlier that morning, shortly after receiving confirmation 

4 of the wire transfer from GI LLC to ACU, Keller wrote to Thomas, Roe, and Hoeller to state, 

5 "[w]ill take action immediately upon receipt."25 He followed up with that email minutes later, 

6 stating that he'd "need wiring instructions," presumably to transfer funds from ACU to Now or 

7 Never PAC.26 Prior to its receipt of the wire from GI LLC, ACU had a combined total balance 

8 of approximately $538,000 across its bank accounts. 

9 Later that afternoon, Roe emailed Thomas and Hoeller to inquire as to the status of the 

10 "acu dough," stating "[w]e need the mo wire out ... "27 Roe appears to have forwarded that email 

11 to Keller, who was on the email thread when Thomas later replied confirming that Now or Never 

12 PAC received the $1.71 million.

28 Keller forwarded Thomas's confirmation to Louisa Imperiale, 

13 then-National Finance Director of ACU, stating, in an apparent reference to the fact that ACU 

14 would keep the difference between the $1.8 million received from GI LLC and the $1.71 million 

15 sent to Now or Never PAC, "FYI. We have the $90k."29 Imperiale replied, "Well done!!! !"30 

23 

24 

25 

Thomas Interrogatory Answers at 4. 

ACU Documents at FEC000004. 

Thomas Documents at JT2017-0011. 

26 ACU Document Submission at FEC000006. Hoeller responded with instructions for wiring funds to Now 

or Never PAC. 

27 ACU Documents at FEC000008-9. OGC's review of Now or Never PAC's disclosure records from 

October 31, 2012 found that "the mo wire" may be a reference to an ad buy in support of Missouri Senate candidate 

Todd Akin. See Now or Never PAC 24/48 Hour Notice of Independent Expenditures, Schedule E (Oct. 31, 2012). 

Now or Never PAC spent $803,775 in support of Akin on October 31, 2012. Id. 

28 

29 

30 

ACU Documents at FEC000008. 

Id. 

Id. 
MUR 6920 (Government Integrity LLC) 

General Counsel's Brief 

Page 7 of 15 

I Now or Never PAC reported receiving $1 .71 million from ACU in its 2012 post-general 

2 election disclosure report. Thomas, the treasurer of Now or Never PAC, acknowledges that he 

3 "assumed that this contribution may have consisted in part of funds ACU had previously 

4 received from GI LLC[.]"31 

5 ACU's Director of Operations later characterized the funds sent to Now or Never PAC as 

6 a "pass through" in an email asking Keller if ACU had to make its own filing with the 

7 Commission in connection with the transaction. 32 In May 2014, apparently after an independent 

8 auditor reviewed its 20 l 2 finances,33 ACU filed an Amended 2012 IRS Form 990 that disclosed 

9 the $1.71 contribution to Now or Never PAC as "a political contribution received by the 

10 Organization and promptly and directly delivered to a separate political organization."34 ACU 

11 has not affirmatively disputed its auditors' characterization of the transaction. None of the 

12 parties or witnesses involved have offered an explanation for the three-step structure of the 

13 transaction. 

14 C. Discovery Request to GI LLC and IDT 

15 Upon learning that GI LLC had transferred funds to ACU, the Commission sought 

16 information from GI LLC and its agent, Thomas. Thomas revealed that he took direction solely 

17 from Byrd, who is now deceased, and knew of only limited information regarding GI LLC. 

18 Counsel for Thomas represented that GI LLC was dormant and that he was unaware of any 

19 person who could speak on behalf of GI LLC. Upon learning from Thomas that IDT formed and 

31 Thomas Interrogatory Answers at 5. Thomas asserts that "he was never informed of any prior arrangement 

or agreement between GI LLC and ACU that the funds would be used to finance a contribution to by ACU to Now 

or Never PAC." Id. 

32 

33 

34 

ACU Second Document Submission, November 30, 2012 email from Melissa Bowman to Gregg Keller. 

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

Id., Ex.Cat Schedule 0, Schedule C. 
MUR 6920 (Government Integrity LLC) 

General Counsel's Brief 

Page 8 of 15 

1 funded GI LLC, the Commission served IDT through its trustee, Harris, with a Subpoena and 

2 Order requesting the production of documents and the answers to interrogatories regarding its 

3 role in the transaction, its relationship with GI LLC, and the source of the funds used to make a 

4 contribution to Now or Never PAC.35 After the service of this subpoena, Harris, acting as 

5 Trustee of IDT, designated counsel for GI LLC. The new counsel for GI LLC represented that 

6 GI LLC had been dormant, and had been resurrected by IDT solely to resolve this matter. GI 

7 LLC counsel also indicated that they had no information about GI LLC other than what was 

8 provided to them by IDT. 

9 IDT' s response to the Subpoena and Order was due on August 25, 2017. The day before 

10 IDT's response was due, IDT's newly retained counsel requested an extension of seventeen days. 

11 Because of statute of limitations concerns, OGC was unable to grant the request. Nonetheless, 

12 counsel for IDT stated that IDT would not respond to the Subpoena and Order until September 

13 11, 2017.36 On September 12, 2017, IDT informed OGC that it "cannot comply" with the 

14 Commission's Subpoena and Order seeking information regarding GI LLC.37 

15 III. LEGAL ANALYSIS 

16 The evidence shows that GI LLC knowingly and willfully made a $1.71 million 

17 contribution in the name of another to Now or Never PAC. The undisputed facts demonstrate 

18 that GI LLC transferred money to ACU in order to fund a $1.71 million contribution to Now or 

19 Never PAC, and that Now or Never PAC reported those funds as coming from ACU, rather than 

20 GI LLC or IDT, who formed GI LLC in 2012 and represents itself as owning GI LLC. The 

21 record also provides probable cause to believe that representatives of GI LLC, including Byrd, 

35 

36 

37 

See Subpoena to Produce Documents and Answer to Submit Written Questions (Aug. 10, 2017). 

Letter from Mike Dry at 2 (Aug. 31, 2017). 

Letter from Mike Dry at 2 (Sept. 12, 2017). 
MUR 6920 (Government Integrity LLC) 

General Counsel's Brief 

Page 9 of 15 

1 Thomas and consultants at Axiom Strategies, knew that Now or Never PAC was required to 

2 disclose its contributors, and designed the three-step transfer to conceal that GI LLC or IDT was 

3 the source of $1. 71 million contribution. 

4 A. There is Probable Cause to Believe that GI LLC Made a Contribution in the Name 

5 of Another 

6 

7 Under the Act, a "contribution" includes any gift, subscription, loan, advance, or deposit 

8 of money or anything of value made by any person for the purpose of influencing any election 

9 for federal office.38 The Act prohibits a person from making a contribution in the name of 

10 another.39 Courts have uniformly rejected the assertion that "only the person who actually 

11 transmits funds ... makes the contribution,"40 recognizing that "it is implausible that Congress, 

12 in seeking to promote transparency, would have understood the relevant contributor to be [an] 

13 intermediary who merely transmitted the campaign gift."41 Accordingly, the Act and the 

14 Commission's regulations provide that a person who provides funds to another for the purpose of 

15 contributing to a committee "makes" the resulting contribution.42 The requirement that a 

16 contribution be made in the name of its true source promotes Congress's objective of ensuring 

17 the complete and accurate disclosure by candidates and committees of the political contributions 

18 they receive.43 

38 

39 

40 

52 U.S.C. § 3010l(8)(A). 

Id. § 30122. 

United States v. Boender, 649 F.3d 650,660 (7th Cir. 201 l). 

41 United States v. 0 'Donnell, 608 F.3d 546, 554 (9th Cir. 20 IO); see also Doe v. Reed, 561 U.S. 186, 199 

(2010) ("Public disclosure also promotes transparency and accountability in the electoral process to an extent other 

measures cannot."). 

42 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."). 

43 See, e.g., O'Donnell, 608 F.3d at 553 ("[T]he congressional purpose behind [section 30122)-to ensure 

the complete and accurate disclosure of the contributors who finance federal elections - is plain."). 
MUR 6920 (Government Integrity LLC) 

General Counsel's Brief 

Page 10 of 15 

1 The record establishes probable cause to believe that GI LLC made a $1.71 million 

2 contribution in the name of another. Thomas, acting on behalf of GI LLC while also serving as 

3 Now or Never PAC's treasurer, wired $1.8 million from GI LLC to ACU, and on the same day, 

4 ACU wired $1.71 million to Now or Never PAC. Consultants for Axiom Strategies, who 

5 worked for Now or Never PAC, both recommended that GI LLC fund ACU and solicited a 

6 contribution from ACU to Now or Never PAC. Without the transfer from GI LLC, ACU would 

7 have lacked the funds needed to make a $1.71 million federal contribution. 

8 Contemporaneous emails documenting the transaction suggest the presence of an 

9 agreement among the parties to effect a contribution in the name of another. Prior to Keller 

10 transferring the funds to Now or Never PAC, he wrote to Thomas, who acted on behalf of both 

11 GI LLC and Now or Never PAC, and Axiom Strategies political consultants to provide the 

12 details of the conduit arrangement and confirm that ACU would "take action immediately upon 

13 receipt" of the wire from GI LLC. ACU's communications stating that it would take "action" 

14 upon receipt of GI LLC's wire transfer provides a strong inference that the parties entered into an 

15 agreement by which GI LLC made a contribution to Now or Never PAC in the name of ACU. 

16 Thomas' s claim that he was unaware of an explicit agreement among the parties is therefore 

17 unavailing. 

18 The presence of an agreement among the parties is consistent with ACU's later 

19 characterization of the contribution as a "pass through" when its Director of Operations made an 

20 inquiry as to whether ACU had an obligation to make its own filing with the Commission. Such 

21 an agreement is further confirmed by ACU's amended tax filing in which it characterized the 
MUR 6920 (Government Integrity LLC) 

General Counsel's Brief 

Page 11 of 15 

1 $1. 71 contribution to Now or Never PAC as "a political contribution received by the 

2 Organization and promptly and directly delivered to a separate political organization."44 

3 Additionally, ACU's receipt of $90,000 from GI LLC supports an inference that the 

4 difference between the $1.8 million transfer from GI LLC and the $1.71 million sent to Now or 

5 Never PAC was the fee GI LLC paid for using ACU's name to make a contribution in the name 

6 of another. ACU's executive director, upon learning that Now or Never PAC received the $1.71 

7 million it transferred, wrote to ACU's finance director to confirm "[w]e have the $90k." ACU's 

8 receipt of $90,000 supports an inference that the parties agreed to pay ACU in exchange for 

9 using ACU's name to make a contribution to Now or Never PAC. 

10 Finally, neither GI LLC nor IDT have provided an alternate explanation for the structure 

11 of the transaction. GI LLC claims that it does not have access to information regarding the 

12 subject matter of the investigation, and is dependent on IDT for information. IDT, who has 

13 made no such claim, and has represented itself as the owner of GI LLC, has refused to comply 

14 with the Commission's Subpoena and Order to produce documents and interrogatory answers to 

15 shed further light on this matter. The Commission is therefore entitled to draw an adverse 

16 inference regarding the information IDT has refused to disclose.45 It appears that because IDT 

17 formed, financed, and controlled GI LLC, it has exclusive control over certain information 

18 regarding the entity. Due to IDT's relationship with GI LLC, the Commission may draw an 

19 adverse inference for its failure to produce information relevant to determining GI LLC's 

44 Compl., Ex. Cat Schedule 0, Schedule C. 

45 See Int 'I Union v. Nation Labor Relations Board, 459 F.2d 1329, 1336 (D.C.Cir. 1972). In the context of 

administrative law proceedings, the agency need not resort to enforcement of a subpoena in order to make the 

inference. Id. at 1339. "The adverse-inference rule, we said is a 'well recognized means available for vindicating 

[an agency's] power to require the production of relevant documents short ofa subpoena enforcement proceeding."' 

Atlantic Richfield Company v. United States Department of Energy, 169 F.2d 771, 794 (D.C.Cir. 1985). 
MUR 6920 (Government Integrity LLC) 

General Counsel's Brief 

Pagel2ofl5 

1 liability in this matter. The Commission's subpoena requested that IDT provide information 

2 regarding, inter alia, whether IDT knew how the funds it transferred to GI LLC would be used; 

3 whether IDT had any communications with GI LLC, ACU, Now or Never PAC, or Axiom 

4 Strategies regarding its transfer of funds to GI LLC; IDT's purpose for transferring the funds to 

5 GI LLC; and the source of its $2.5 million transfer to GI LLC. IDT's refusal to comply with the 

6 Commission's Subpoena and Order further bolsters the information in the record indicating that 

7 the parties intended to hide the source of the funds, and that GI LLC made a contribution in the 

8 name of ACU so that Now or Never PAC would report ACU as the contributor. 

9 B. There is Probable Cause to Believe that GI LLC Acted Knowingly and Willfully 

10 The Act prescribes additional monetary penalties for violations that are knowing and 

11 willful.46 A violation of the Act is knowing and willful if the "acts were committed with full 

12 knowledge of all the relevant facts and a recognition that the action is prohibited by law. "

47 This 

13 standard does not require proving knowledge of the specific statute or regulation the respondent 

14 allegedly violated.48 Instead, it is sufficient to demonstrate that a respondent "acted voluntarily 

15 and was aware that his conduct was unlawful."49 This may be shown by circumstantial evidence 

16 from which the respondents' unlawful intent reasonably may be inferred. 5° For example, a 

46 

47 

See 52 U.S.C. §§ 30109(a)(5)(8), 30109(d). 

122 Cong. Rec. 12,197, 12,199 (May 3, 1976). 

48 United States v. Danielczyk, 917 F. Supp. 2d 573 (E.D. Va.2013) (quoting Bryan v. United States, 524 U.S. 

184, 195 & n.23 ( 1998) (holding that, to establish a violation is willful, government needs to show only that 

defendant acted with knowledge that conduct was unlawful, not knowledge of specific statutory provision violated)). 

49 Id. (citing jury instructions in United States v. Edwards, No. 11-61 (M.D.N.C.2012), United States v. 

Acevedo Vila, No. 08-36 (D.P.R. 2009), United States v. Fieger, No. 07-20414 (E.D. Mich. 2008), and United States 

v. Alford, No. 05-69 (N.D. Fla. 2005)). 

5° Cf United States v. Hopkins, 916 F.2d 207, 213 (5th Cir. I 990) ( quoting United States v. Bordelon, 871 

F.2d 491, 494 (5th Cir. 1989)). Hopkins involved a conduit contributions scheme, and the issue before the Fifth 

Circuit concerned the sufficiency of the evidence supporting the defendants' convictions for conspiracy and false 

statements under 18 U.S.C. §§ 371 and 1001. 
MUR 6920 (Government Integrity LLC) 

General Counsel's Brief 

Page 13 of 15 

1 person's awareness that an action is prohibited may be inferred from "the [person's] elaborate 

2 scheme for disguising ... political contributions. "51 

3 The available evidence demonstrates that GI LLC attempted to conceal that the funds it 

4 contributed to Now or Never PAC did not originate with ACU. Thomas, who acted as an agent 

5 of GI LLC, 52 and Axiom Strategies consultants, who provided recommendations to GI LLC and 

6 also may have acted as GI LLC's agents, played central roles in arranging a three-step transfer 

7 designed to prevent GI LLC or IDT from being revealed as the source of the funds received by 

8 Now or Never PAC. The structure of the three-step transfer through ACU suggests the parties 

9 intended to circumvent the disclosure of GI LLC or IDT. Notably, neither GI LLC, Thomas, nor 

10 IDT has addressed the purpose for the transaction being structured as it was, despite requests 

11 from OGC to provide an alternative explanation. 

12 Because Thomas, Byrd, and Axiom Strategies consultants were sophisticated and 

13 experienced actors in political fundraising, it is reasonable to presume that they were aware that 

14 the Act requires Now or Never PAC to disclose the true sources of its contributions. Thomas, an 

15 attorney, has served as the treasurer of Now or Never PAC since 2012, when the group filed its 

16 Statement of Organization. He is also the treasurer of at least one other federal committee, 

17 Courageous Conservatives PAC, 53 has received disbursements from multiple federal committees 

51 Id. at 214-15. As the Hopkins court noted, "(i)t has long been recognized that 'efforts at concealment 

[may] be reasonably explainable only in tenns of motivation to evade' lawful obligations." Id. at 214 (quoting 

Ingram v. United States, 360 U.S. 672, 679 (1959)). 

52 The Commission has defined "agent" for purposes of implementing the Bipartisan Campaign Reform Act 

of2002 as "any person who has actual authority, either express or implied." See 11 C.F.R. § 109.3. As stated by 

Thomas, he had express authority to effect the transfer of funds from GI LLC to ACU. 

53 See Statement of Organization, Courageous Conservatives PAC (Sept. 16, 2015). 
MUR 6920 (Government Integrity LLC) 

General Counsel's Brief 

Page 14 of IS 

1 for legal services, 54 and has served as the treasurer of approximately twenty Missouri political 

2 committees.55 Byrd was also an attorney, and previously ran for state office in Missouri. Axiom 

3 Strategies consultants Jeff Roe and Sarah Hoeller have been active in federal campaigns since 

4 Roe founded Axiom in 2005.56 Given this experience, it is likely Thomas, Byrd, Roe, and 

5 Hoeller all had knowledge that federal campaign finance law required Now or Never PAC to 

6 disclose the true source of all contributions, and that it was illegal to make a contribution in the 

7 name of another. This knowledge is attributable to GI LLC, and the Commission has previously 

8 afforded weight to a respondent's knowledge of campaign finance law in finding that a 

9 respondent knowingly and willfully violated 52 U.S.C. § 30122. Additionally, the Commission 

10 is entitled to draw an adverse inference regarding the information IDT has refused to disclose. 57 

11 The record establishes probable cause to believe that GI LLC, through the actions of 

12 Thomas, Byrd, Roe, and Hoeller, attempted to conceal the role that it and IDT played in 

13 providing the funds that ACU passed through to Now or Never PAC. 

54 See, e.g., Amended July Quarterly Report, Billy Long for Congress (May 6, 2010); Amended October 

Quarterly Report, Barnett for Congress (Jan. 28, 2011 ); Tennination Report, Wink for Congress (Jan. 31, 20 l I); 

October Quarterly Report, Anders for Congress (Oct. 13, 2011); April Quarterly Report, Jay Jordan for Congress 

(April 14, 2012). 

55 See Missouri Ethics Commission Treasurer Search, available at 

http://mec.mo.gov/MEC/Campaign _ Finance/CF 11 _SearchComm.aspx (last visited August 23, 2017). 

56 

57 

See https://www .axiomstrategies.com/about/ (last visited Aug. 22, 2017). 

See supra. note 45. 
MUR 6920 (Government Integrity LLC) 

General Counsel's Brief 

Page 15 of 15 

I IV. CONCLUSION 

2 Based on the foregoing, the Office of the General Counsel is prepared to recommend that 

3 there is probable cause to believe that Government Integrity, LLC knowingly and willfully 

4 violated 52 U.S.C. § 30122 and 11 C.F.R. § 110.4(b)(l)(i) by making a contribution in the name 

5 of another. 

6 

7 

~ "\"" I μ:. ,) 

10 Date 

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Lisa J. Stevenson 

Acting General Counsel 

-

Kathie~ ~ i\-:. ~¥ It-, 

Associate General Counsel for Enforcement 

Mark 

~ Shonkwiler 

Assistant General Counsel 

Antoinette Fuoto 

Attorney