5 

FEDERAL ELECTION COMMISSION 

WASHINGTON, D.C. 20463 

CERTIFIED MAIL 

RETUm^ RECEIPT REQUESTED 

NOV 03 2017 

Anne L. Weismann 

Citizens for Responsibility and Ethics in W^hington 

455 Massachusetts Avenue, N"W, Sixth Floor 

Washington, DC 20001 

RE: MUR 6920 

7 4 Dear Ms. Weismann: 

This is in reference to the complaint you filed with the Federal Election Cpmmission on 

February 27, 2015, concerning alleged violations that American Conservative Union allowed its 

name to be used to effect a contribution in the name of another. After conductirig an 

investigation in this matter, the Commission found that there was probable cause to believe 

American Conservative Union violated 52 U.S.C. § 30122, a provision of the Federal Election 

Campaign Act of 1971, as amended. The Comrhission also found reason to believe that 

Government Integrity, LLC, violated 52 U.S.C. § 30122; that Now or Never PAC and James C. 

Thomas, ill in his official capacity as treasurer knowingly and willfully violated 

52 U.S.C. §§ 30122 and 30r04(b); and that James C. Thomas, HI knowingly and willfully 

violated 52 U.S.C. §§ 30122 and 30104(b). On October 24,2017, the Commission accepted a 

coriciliation agreement signed by the respondents, thereby concluding the matter. 

Documents related to the case will be placed on the public record within 30 days. See 

Disclosure of Certain Documents in Enforcement and Other Matters, SI Fed. Reg. 50,702 

(Aug. 2,2016). A copy of the agreement with respondents is enclosed for your information. If 

you have any questions, please contact me at (202) 694-1634 or afuoto@fec.gov. 

Sincerely, 

• Antoinette Fuoto 

Attorney 

Enclosure 

Conciliation Agreement 
4 

4 

4 

BEFORE THE FEDERAL ELECTION COMMISSION 

In the matter of ) 

) 

American Conservative Union ) MUR 6920 

Government Integrity, LLC ) 

Now Or Never PAC ) 

and James C. Thomas, III, in his official ) 

capacity as treasurer ) 

James C. Thomas, III ) 

CONCILIATION AGREEMENT 

This matter was initiated, by a signed, sworn, and notarized complaint filed with the 

Federal Election Commission ("Commission") by Citizens for Responsibility and Ethics in 

Washington. The Commission made findings that (1) "Unknown Respondent(s)" - later 

identified as Government Integrity, LLC ("GI LLC") - made a contribution in the name of 

another; (2) that Now or Never PAC and James C. Thomas, III, in his official capacity as 

treasurer knowingly accepted a contribution in the name of another and misreported that 

contribution; that (3) James C. Thomas, III knowingly assisted in the making of a contribution in 

the name of another, knowingly accepted a contribution in the name of another, aiid misreported " 

that contribution; and that. (4) American Conservative Union ("ACU") kiiowingly permitted its 

name to be used to effect a contribution in the name of another, as set forth in the Commission's 

Factual and Legal Analyses (February 7, 2017, July 13,2017). As identified herein, 

"Respondents," are: American Conservative Union; Government Integrity, LLC; Now or Never 

PAC and James C. Thomas, III,, in his official capacity "as treasurer, and James C. Thomas, III. 

NOW, THEREFORE, the Commission and the above-captioned Respondents, having 

duly entered into conciliation pursuant to 52 U.S.C. § 30109(a)(4)(A)(i), do hereby agree as 

follows: 
MUR 6920 (Global Conciliation) 

Conciliation Agr^etiient 

Page 2 of .7 

I. The Commission has jurisdiction over the Resjpondents and the subject matter of 

this proceeding, and this agreement has the effect of ah agreement entered pursuant to 

52 U.S.C. § 30109(a)(4)(A)(i). 

II. Respondents have had a reasonable opportunity to demonstrate that no action 

should be taken in this matter. 

III. Respondents enter voluntarily into this agreernent \vith.the Commission. 

4 IV. The pertinent facts in this matter are as follows: 

4 

^ 1. GI LLC is a Delaware limited liability company that was formed in 

i September 2012, seven weeks prior to the transaction at issue. Christopher W. Byrd, who died in 

^ 2014, served as the sole manager and officer of GI LLC. 

2. American Conservative Union is registered with the IRS as a social 

welfare organization under section 501(c)(4) of the Internal Revenue Code, and it is not 

registered with the Commission as a political committee. ACU describes itself as the oldest and 

largest conservative grassroots organization in the United States. In 2012, ACU's executive 

director was Gregg Keller. 

3. Now or Never PAC is an independent expenditure-only political 

committee. It filed its Statement of Organization with the Commission on February 21, 2012. 

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

independent expenditures. 

4. James C. Thomas, III has been Now or Never PAC's treasurer since its 

organization. Thomas's engagement letter with Now or Never PAC authorized him to 

communicate with, share financial information with, and make disbursements upon the 
f 

MUR 6920 (Global Conciliation) 

Conciliation Agreement 

Page 3 of 7 

authorization of Now or Never PAC's political consultiants. Thomas contends that he has never 

made any expenditures on behalf of Now or Never PAG without the authorization of Now or 

Never PAC's political consultants. 

5. Thomas served as an. attorney for GI LLC in 2012. Thomas contends that he 

never served as an officer or director of GI LLC, and he never possessed or exercised any 

independent decision-making authority over any aspect of GI LLC's operations or finances. All 

tasks and functions Thomas performed on GI LLC's behalf were conducted at the request and 

under the direction of Byrd. . 

6. On dr. around .October 31,2012, GI LLC received $2.5 million from 

^ another source. 

0 . 

7. On the morning of October 31,2012, after GI LLC received the $2.5 

million, GI LLC contributed $1.8 million from its account to ACU. 

8. Subsequently, also on October 31,2012, ACU contributed $l.71 million 

to Now or Never PAC. ACU would have had insufficient funds to make this contribution 

without the funds it received from GI LLC earlier that same day. 

9. As evidenced by contemporaneous emails to and from Thomas, Now or 

Never PAC's political consultants, and Keller, GI LLC contributed $1.8 million from GI LLC to 

ACU, and later ACU contributed $1.71 million to Now or Never PAC. For example, shortly 

after receiving confirmation of the wire transfer from GI LLC to ACU, Keller wrote to Thomas 

and Now or Never PAC's political consultants to state, "[w]ill take action immediately upon 

receipt." Keller authorized the contribution from ACU to Now or Never PAC once ACU 

received the GI LLC funds. 
MUR 6920 (Global Conciliation) 

Conciliation Agreement 

Page 4 of 7 

10. . After Thomas confirmed that Now or Never PAC received ACU's 

transfer, Keller wrote to ACU's then-National Finance Director, Louisa Imperiale, to state, "FYI. 

We have the 90ki" Imperiale replied, "Well done!!!!" 

11. On December 6,2012, Now or Never PAC filed its post-general election 

report, signed by Thomas, which reported receiving a $1.71 million contribution from ACU on 

October 31, 2012. 

12. In May 2014, after an independent auditor reviewed its 2012 finances, 

ACU filed an Amended 2012 IRS Form-990 that disclosed the $1.71 million contribution to Now 

or Never PAC as "a political contribution received by the Organization and prorriptly and 

directly delivered to a separate political organization." 

13. Thomas contends that he first learned that ACU considered itself a 

"pass through" for the funds when he received a copy of the complaint in this matter, which 

was based on ACU's amended tax filing. 

V. The pertinent law in this matter is as follows: 

1. The Federal Election Campaign Act of 1971, as amended ("Act"), 

prohibits any person from making a contribution in the name of another person, knowingly 

permitting his or her name to be used to effect such a contribution, or knowingly accepting such 

a contribution. 52 U.S.C. § 30122. 

2. The Act also requires committee treasurers to file reports of receipts and 

disbursements. 52 U.S.C. § 30104(b). These reports must include, inter alia, the identification of 

each person who makes a contribution or contributions that have an. aggregate amount or value in 
MUR 6920 (Global Conciliation) 

Conciliation Agreement 

Page 5 of7 

excess of $200 during an election cycle, in the case of an authorized committee of a federal 

candidate, together with the date and amount of any such contribution. Id. § 30104(b)(3)(A) 

VI. For the purpose of settling this matter and to avoid the expense of litigation, 

without admitting liability in. this proceeding or with respect to any other proceeding. Respondents 

agree not to further contest in Commission proceedings that: 

1. Government Integrity, LLC violated 52 U:S.C. § 30122. 

2. American Conservative Union violated 52 U.SiC. § 30122. 

3. Now or Never PAC and Jarnes C. Thomas, III, in his official capacity as 

treasurer, violated 52 U.S.C. §§ 30122 and 30104(b)(3)(A). 

4. James C. Thomas, III violated 52 U.S.C. §§ 30122 and 30104(b)(3)(A). 

VII. Respondents will take the following actions: 

1. Respondents will pay a civil penalty to the Federal Election Commission 

in the amount of Three Hundred and Fifty Thousand Dollars ($350,000)^ pursuant to 

52 U.S.C. § 30109(a)(5)(A). 

2. Respondents will cease and desist from violating 52 U.S.C. § 30122 and. 

30104(b)(3)(A). 

VIII. The Commission, ori request of anyone filing a complaint under -

52 U.S.C. § 30lb9(a)(l) concerning the matters at issue herein or on its own motion, may review 

compliance with this agreement. If the Commission believes that this agreement or any 

requirement thereof has been violated, it may institute a civil action for relief in the United States 

District Court for the District of Columbia. 

IX. This agreement shall become effective as of the date thiat all parties hereto have 
MUR 6920 (Global Conciliation) 

Conciliation Agreement 

Page 6 of? 

executed the same and the Commission has approved the entire agreement. 

X. Respondents shall have no more than 30"days from the date this agreement 

becomes effective to comply with and implement the requirements contained in this agreement 

and to so notify the Commission. 

XI. This conciliation agreement constitutes the entire agreement between the parties 

on the matters raised herein, and no other statement, promise, or agreement, either written or 

^ oral, made by either party or by agents of either party, that is not contained within this written 

i agreement shall be enforceable. 

I 

FOR THE COMMISSION: 

BY: -h 

Kathleen M. Guith Date 

Associate General Counsel 

for Enforcement 
MUK. 6920 (Global Conciliation) 

Conciliation A^eement 

Page 7 of? 

FOR THE RESPONDENTS: 

1 7 Cbuasel for American Conservative Union 

D 

2-

Elliot Berke, Counsel for Government Integrity, LLC Date 

Chris Gober, Counsel for Now or Never PAC Date 

Kory Langhofer, Counsel for James C. Thomas, IH Date 
MUR 6920 (Global Conciliation) 

Conolliotlon Agreement 

Pago 7 of? 

FOR THE RESPONDENTS: 

Charles Spies, Date 

Counsel for American Conservative Union 

4 ElTiot Berke, jeounsel for Government Integrity, LLC Date 

Chris Gober, Counsel for Now or Never PAC Date 

Kory Langhofer, Counsel for James C. Thomas, III Date 
MUR 6920 (Global Conciliation) 

Conciliation Agreement 

Page 7 of7 

FOR THE RESPONDENTS: 

Charles Spies, Date 

Counsel for American Conservative Union 

Elliot Berke, Counsel fof Government Integrity, LLC Date • 

10/20/2017 

Chris Gober, Counsel for Now or Never PAC Date 

Kory Langhofer, Counsel for James C. Thomas, III Date 
i 

MUR 6920 (Global Conciliation) 

Conciliation Agreement , 

Page 7 of? 

FOR THE RESPONDENTS: 

Charles Spies, Date 

Counsel for American Conservative Union 

4 Elliot Berke, Counsel for Government Integrity, LLC Date 

Chris Gober, Counsel for Now or Never PAC Date 

.nghbfer. Counsel for James C. Thomas, III Date