FEDERAL ELECTION COMMISSION

WASHINGTON, D.C. 20463

STATEMENT OF REASONS OF COMMISSIONERS 

SHANA M. BROUSSARD AND ELLEN L. WEINTRAUB

This matter involved an allegation that an entity registered with the Internal Revenue Service 

(“IRS”) as a 501(c)(4) organization was, in fact, a political committee under the Federal Election 

Campaign Act (“the Act”) and Commission regulations and should have registered and reported as such 

with the Commission. Although the Respondent, 45Committee, was ostensibly established for issue 

advocacy, the information available to the Commission indicated that over 50 percent of the 

organization’s spending was used to advocate for the election of a federal candidate. Our nonpartisan 

Office of General Counsel (“OGC”) recommended that the Commission find reason to believe that the 

organization had failed to register and report as a political committee, in violation of the Act and 

Commission regulations, and initiate an investigation.1

 Yet, several of our colleagues ignored OGC’s 

well-reasoned advice and prevented the Commission from investigating.2 

I. Political Committee Status

The Act defines a political committee as “any committee, club, association, or other group of 

persons” that receives aggregate contributions or makes aggregate expenditures in excess of $1,000 

during a calendar year.3

 Notwithstanding the statutory threshold for contributions and expenditures, an 

organization that is not controlled by a candidate will be considered a political committee only if its 

“major purpose is Federal campaign activity (i.e., the nomination or election of a Federal candidate).”4

 

1 First Gen. Counsel’s Rept. (“FGCR”) at 1, MUR 7486. 

2 Cert., MUR 7486 (June 23, 2020); Cert., MUR 7486 (Dec. 2, 2021). 3 52 U.S.C. § 30101(4)(A). 

4

 Political Committee Status: Supplemental Explanation and Justification, 72 Fed. Reg. 5,595, 5,597 (Feb. 7, 2007) 

(“Suppl. E&J”) (“[D]etermining political committee status under [the Act], as modified by the Supreme Court, requires an 

analysis of both an organization’s specific conduct — whether it received $1,000 in contributions or made $1,000 in 

expenditures — as well as its overall conduct — whether its major purpose is Federal campaign activity (i.e., the nomination 

or election of a Federal candidate).”); see Buckley v. Valeo, 424 U.S. 1, 79 (1976); FEC v. Massachusetts Citizens for Life, 

Inc., 479 U.S. 238, 262 (1986). In Buckley, the Supreme Court held that defining political committee status “only in terms of 

the annual amount of ‘contributions’ and ‘expenditures’” was overbroad, reaching “groups engaged purely in issue 

discussion.” Buckley, 424 U.S. at 79. To cure that infirmity, the Court concluded that the term “political committee” “need 

BEFORE THE FEDERAL ELECTION COMMISSION

In the Matter of

45Committee, Inc. 

)

 ) 

 ) 

 ) 

 ) 

 MUR 7486 

MUR748600218
MUR 7486 (45Committee, Inc.) 

Statement of Reasons

Page 2 of 6 

Political committees are required to register with the Commission, meet organizational and

recordkeeping requirements, and file periodic disclosure reports.5

The Commission has explained that applying the “major purpose” test “requires the flexibility of

a case-by-case analysis of an organization’s conduct that is incompatible with a one-size-fits-all rule”

and that “any list of factors developed by the Commission would not likely be exhaustive in any event, 

as evidenced by the multitude of fact patterns at issue in the Commission’s enforcement actions 

considering the political committee status of various entities.”6

In conducting that analysis, the 

Commission will consider whether an organization has satisfied the “major purpose doctrine through 

sufficiently extensive spending on Federal campaign activity.”7 The Commission also looks to the 

organization’s public statements, which “can also be instructive in determining an organization’s 

purpose[,]” while “giving due weight to the form and nature of the statements, as well as the speaker’s 

position within the organization.”8

 In addition, the Commission may also need to consider the 

organization’s “fundraising appeals” and solicitations to prospective supporters.9 Disbursements for 

electioneering communications are also presumptively treated as indicating a purpose of nominating or 

electing a candidate.10 

II. 45Committee

The facts in in this matter are straightforward and laid out in detail in the First General 

Counsel’s Report. 45Committee was established in 2015.11 That 45Committee satisfied the statutory 

threshold for political committee status is plainly evident from the record. 45Committee reported 

only encompass organizations that are under the control of a candidate or the major purpose of which is the nomination or 

election of a candidate.” Id. (emphasis added).

5 See 52 U.S.C. §§ 30102, 30103, 30104.

6

 Suppl. E&J at 5,601-02. See Shays v. FEC, 511 F. Supp. 2d 19 (D.D.C. 2007) (approving the Commission’s caseby-case adjudication approach to resolving political committee status). Though it has periodically considered crafting a 

bright-line major-purpose rule through rulemaking, the Commission has consistently declined to do so. See, e.g., 

Independent Expenditures; Corporate and Labor Organization Expenditures, 57 Fed. Reg. 33,548, 33,558-59 (July 29, 1992) 

(Notice of Proposed Rulemaking); Definition of Political Committee, 66 Fed. Reg. 13,681, 13,685-86 (Mar. 7, 2001) 

(Advance Notice of Proposed Rulemaking); see also Summary of Comments and Possible Options on the Advance Notice of 

Proposed Rulemaking on the Definition of “Political Committee,” Cert. (Sept. 27, 2001) (voting 6-0 to hold proposed 

rulemaking in abeyance).

7 Suppl. E&J at 5,601.

8 Id. 

9 Id. at 5,604, 5,606. 

10 See CREW v. FEC, 299 F. Supp. 3d 83, 93 (D.D.C. 2018) (determining that Commission “must presumptively treat 

spending on electioneering ads as indicating a purpose of nominating or electing a candidate”); see also id. at 100 (“The 

Commission may in special circumstances conclude that an electioneering ad does not have [an election-related major] 

purpose. But given Congress’s recognition that the ‘vast majority’ of electioneering ads have the purpose of electing a 

candidate, the Commission’s exclusion of electioneering ads from its major-purpose analysis should be the rare exception, 

not the rule.”) (emphases added).

11 45Committee, Fiscal Year (“FY”) 2015-2016 Return of Organization Exempt from Income Tax (“IRS Form 990”) 

at 1 (Feb. 16, 2017); 45Committee Resp. at 1 (Oct. 10, 2018).

MUR748600219
MUR 7486 (45Committee, Inc.) 

Statement of Reasons

Page 3 of 6 

making over $21 million in independent expenditures in calendar year 2016 and therefore exceeded the 

$1,000 statutory threshold set forth in the Act, which 45Committee did not dispute.12 So the question 

before the Commission in this matter was whether 45Committee had a major purpose of nominating or 

electing a federal candidate. 

45Committee’s overall conduct – as evidence by its public statements, fundraising approach, and 

relative spending on independent expenditures and disbursements for electioneering communications – 

objectively indicated that its major purpose was the nomination or election of federal candidates. The 

Complaint alleged that fundraising efforts promoted 45Committee as a vehicle for potential donors to 

support the election of a federal candidate, Donald J. Trump, without disclosing their identities.13 The 

Complaint cited a news article reporting that “three Republican fundraisers familiar with the

effort . . . and others in GOP finance circles say [Todd] Ricketts is making a particular effort to win 

over donors who want to help [Donald] Trump but are leery of having their names publicly associated 

with the polarizing Republican nominee.”14 According to that article, “Ricketts’s pitch to these donors 

focuses on the fact that one of the pro-Trump groups he’s fronting can accept unlimited checks while 

keeping its donors’ names secret.”15 

Our Republican colleagues wave off these public statements, arguing that “[t]he record before 

the Commission contains little – beyond election-related spending – that would indicate that 

45Committee’s major purpose is the election or defeat of federal candidates.”16 Very well. As our 

colleagues have also stated, “an organization’s revealed goals are exposed by its actual spending, 

which is the surest guide to a group’s major purpose.”17 

12 See 52 U.S.C. § 30101(4)(A); 45Committee Resp. at 6 (acknowledging that “45Committee did surpass the Act’s 

$1,000 spending threshold in 2016”).

13 Compl. ¶ 7.

14 Kenneth P. Vogel, Secret Money to Boost Trump, POLITICO (Sept. 28, 2016), available at https://www.poli

tico.com/story/2016/09/secret-money-to-boost-trump-228817 (cited at Compl. ¶¶ 7, 30.iii).

15 Id.

16 Statement of Reasons of Commissioners Sean J. Cooksey and James E. “Trey” Trainor, III, MUR 7486 (Aug. 30, 

2022). 

17 Statement of Reasons of Chairman Allen J. Dickerson and Commissioners Sean J. Cooksey and James E. “Trey” 

Trainor, III, MURs 7672, 7674, and 7732 (May 13, 2022). 

MUR748600220
MUR 7486 (45Committee, Inc.) 

Statement of Reasons

Page 4 of 6 

The available information concerning 45Committee’s spending is summarized in the following 

chart:

18

Calendar Year 

2016 

Fiscal Year19 2016-2017

(Apr. 1, 2016 – Mar. 31, 

2017)

Lifetime

IEs $21,339,015 $21,650,515 $23,026,077

ECs $671,320 $671,320 $838,989

Overall Expenses $42,564,82320 $45,556,334 $59,854,457

IEs/Overall 50.1% 47.5% 38.5%

(IEs + ECs)/Overall 51.7% 49% 39.9%

In short, 51.7% of 45Committee’s spending in calendar year 2016 was for independent 

expenditures and electioneering communications. Even applying 45Committee’s desired fiscal year 

framework, 49% of 45Committee’s overall spending in FY2016-2017 — $22,321,835 — was used to 

make independent expenditures and electioneering communications.21 Our colleagues suggest that 

18 45Committee’s expenses for FY 2015-2016, from April 23, 2015, through March 31, 2016, totaled $1,008,489; its 

expenses for FY 2016-2017, from April 1, 2016 through March 31, 2017 totaled $45,556,334. 45Committee, FY 2015-2016 

IRS Form 990 at 1; 45Committee, FY 2016-2017 IRS Form 990 at 1. 45Committee’s lifetime reported expenses, from April 

23, 2015, through March 31, 2018, totaled $59,854,457. See 45Committee FY 2017-2018 IRS Tax Form 990 at 1 (Feb. 15, 

2019).

19 The figures in this column are based on the 45Committee’s Response and the sworn declaration of its treasurer. See

45Committee Resp., Ex. C ¶¶ 4-6. 45Committee’s treasurer states that if all of the organization’s FY 2016-2017 operating 

costs ($447,430.53) are allocated as political expenses, its “political spending remained under 50% of total expenditures[.]” 

Id. ¶ 7. In that case, the combined “political expenses” — i.e., independent expenditures, disbursements for electioneering 

communications, and operating expenses — would be $22,769,265, or almost exactly half (49.98%) of its $45,556,334 in 

overall expenditures for the fiscal year.

20 News reports indicated that $4 million of 45Committee’s FY 2016-2017 activity occurred during the first five 

weeks of 2017, and based on that information, the Complaint contends that even if all of 45Committee’s FY 2015-2016 

expenses, and all but the $4 million of its FY 2016-2017 expenses, were incurred during calendar year 2016, 45Committee’s 

total expenses during the 2016 calendar year were, at most, $42,564,823. See Compl. ¶ 27 (citing Tom LoBianco, First on 

CNN: Pro-Trump Group Hacked, Website Taken Down in Cabinet Fight, CNN (Feb. 6, 2017), available at

https://www.cnn.com/2017/02/06/politics/45-committee-website-hacked/index.html) (“The 45 Committee [sic] has spent 

upward of $4 million so far on-air and online supporting Trump’s Cabinet picks[.]”); see David M. Drucker, Pro-Trump 

Outside Groups Ready to Shell Out Cash for 2018, WASH. EXAMINER (Feb. 7, 2017), available at

https://www.washingtonexaminer.com/pro-trump-outside-groups-ready-to-shell-out-cash-for-2018 (“45Committee has 

invested $4 million this year alone to generate support for Trump’s Cabinet nominees, a senior official with the political 

nonprofit said Tuesday.”) (emphasis added).

21 45Committee’s basis for asserting that the Commission must apply a fiscal year framework is unclear – the Act and 

Commission regulations use calendar year and election cycle as relevant time periods, and specifically pegs the definition of 

a political committee to the calendar year. See, e.g. 52 U.S.C. §§ 30101(4)(A) (defining “political committee” as “any 

committee, club, association, or other group of persons which receives contributions aggregating in excess of $1,000 during 

a calendar year or which makes expenditures aggregating in excess of $1,000 during a calendar year”), 30104(b)(3)(A) 

(requiring political committees to disclose certain information about each person (other than a political committee) who 

makes a contribution during the reporting period whose contributions during the calendar year aggregate in excess of $200 

within the calendar year (for nonauthorized political committees) or within the election cycle (for authorized committees) ),

(c)(1) (requiring every person other than a political committee who makes independent expenditures in excess of $250 in a 

calendar year to disclose certain information), (f) (requiring every person who makes disbursements for electioneering 

communications in an aggregate amount exceeding $10,000 in a calendar year to disclose certain information).

MUR748600221
MUR 7486 (45Committee, Inc.) 

Statement of Reasons

Page 5 of 6 

looking at a single year of activity constitutes “cherry-picking” data,22 yet they provide no support for 

their assertion that OGC must look at the lifetime of an organization in analyzing its major purpose.23 

On the basis of the available information, our nonpartisan OGC recommended that the 

Commission find reason to believe that 45Committee had violated the Act and Commission regulations 

by failing to register and report as a political committee.24 At the initial stage of the enforcement 

process, the Commission’s duty is not to determine beyond a reasonable doubt or by a preponderance of 

evidence whether a violation has occurred. The Commission’s duty is to determine whether there is 

reason to believe that a violation has occurred. The reason to believe standard is necessarily low – the 

Commission has not yet conducted any investigation.25 The Commission has not deposed any 

individuals, issued any subpoenas, or even asked the Respondent to provide documents voluntarily for 

the Commission’s review. Because the available information strongly supports finding reason to 

believe that 45Committee violated the Act and Commission regulations by failing to register and report 

as a political committee, we voted to initiate an investigation.26 In contrast, our colleagues blocked an 

investigation and, in doing so, prevented the public from obtaining crucial information about the 

funding source for millions of dollars used to support candidates.27 Unfortunately, this result has

22 Statement of Reasons of Commissioners Sean J. Cooksey and James E. “Trey” Trainor, III, MUR 7486. 

23 Id. at 6 (rejecting OGC’s examination of “only a single election year” in favor of “looking at 45Committee’s 

broader lifetime spending.”) (emphasis added). In no context does the Act apply a lifetime look-back period.

24 FGCR at 1–2, MUR 7486.

25 Statement of Policy Regarding Commission Action in Matters at the Initial Stage in the Enforcement Process, 72 

Fed. Reg. 12,545 (Mar. 16, 2007) (“a ‘reason to believe’ finding followed by an investigation would be appropriate when a 

complaint credibly alleges that a significant violation may have occurred, but further investigation is required to determine

whether a violation in fact occurred and, if so, its exact scope.”)

26 Cert., MUR 7486 (June 23, 2020); Cert., MUR 7486 (Dec. 2, 2021).

27 Id. 

MUR748600222
MUR 7486 (45Committee, Inc.) 

Statement of Reasons

Page 6 of 6 

become far too predictable. More than a billion dollars of dark money has flooded into our elections

since Citizens United.

28 The Commission’s well-known failure to pursue investigations into dark 

money groups like 45Committee is one of the reasons why.29

______________________ __________________________ 

Date Shana M. Broussard 

Commissioner

______________________ __________________________ 

Date Ellen L. Weintraub

 Commissioner

28 Michael Beckel, Dark money spending since Citizens United set to eclipse $1 billion, ISSUE ONE (Sep. 10, 2020), 

available at https://issueone.org/articles/dark-money-spending-since-citizens-united-set-to-eclipse-1-billion/; Anna 

Massoglia and Karl Evers-Hillstrom, ‘Dark money' topped $1 billion in 2020, largely boosting Democrats, OPENSECRETS

(Mar. 17, 2021) available at https://www.opensecrets.org/news/2021/03/one-billion-dark-money-2020-electioncycle/.

29 See, e.g., MURs 7672, 7674, and 7732 (Iowa Values, et al.) (OGC recommended finding reason to believe 

respondent violated the Act by not registering and reporting as a political committee, but an insufficient number of 

Commissioners voted to support OGC’s recommendations; see FGCR dated Sept. 25, 2020 and Cert. dated Feb. 11, 2021); 

MUR 7860 (Jobs and Progress Fund, Inc., et al.) (same; see FGCR dated Aug. 27, 2021 and Cert. dated Nov. 2, 2021); MUR 

7513 (Community Issues Project) (same; see FGCR dated Sept. 18, 2019 and Cert. dated Sept. 12, 2021); MUR 7405 

(Iowans for a Progressive Tomorrow, Inc.) (same; see FGCR dated May 30, 2019 and Cert. dated Apr. 23, 2021 (settled in 

ADR 1013 on other violations)); MUR 7479 (Keeping America in Republican Control PAC, et al.) (same; see FGCR dated 

Apr. 26, 2019 and Cert. dated Apr. 5, 2021); MUR 7181 (Independent Women’s Voice) (same; see FGCR dated Jan. 21, 

2020 and Cert. dated Mar. 1, 2021); MUR 6596 (Crossroads Grassroots Policy Strategies) (same; see FGCR dated Mar. 7, 

2014 and Certs. dated Nov. 2, 2015, Nov. 18, 2015, Dec. 18, 2015, and Mar. 27, 2019); MUR 6872 (New Models) (same; 

see FGCR dated May 21, 2015 and Cert. dated Nov. 15, 2017); MURs 6391 and 6471 (Commission on Hope, Growth and 

Opportunity) (same; see FGCR dated Dec. 26, 2013 and Cert. dated Sept. 18, 2014); MUR 6402 (American Future Fund) 

(same; see FGCR dated Jan. 17, 2013 and Cert. dated Nov. 20, 2014); MUR 6538 (Americans for Job Security) (same; see

FGCR dated May 2, 2013 and Cert. dated June 26, 2014); MUR 6589 (American Action Network) (same; see FGCR dated 

Jan. 17, 2013 and Cert. dated June 26, 2014). In MUR 6538 (Americans for Job Security), in an action brought by the 

administrative complainant (CREW), a court found the Commission’s dismissal to be contrary to law and remanded the 

matter. See CREW v. FEC (CREW I), 209 F. Supp. 3d 77 (D.D.C. 2016). The Commission ultimately entered into a 

conciliation agreement requiring Americans for Job Security to register as a political committee and entered into a 

conciliation agreement requiring Americans for Job Security to register as a political committee and file disclosure reports. 

In MUR 6589 (American Action Network), the Commission twice dismissed the complaint and, in actions brought by 

CREW against the Commission, the court found both dismissals to be contrary to law. See CREW I; CREW v. FEC (CREW 

II), 299 F. Supp. 3d 83 (D.D.C. 2018). CREW ultimately sued American Action Network under the Act’s “citizen-suit” 

provision. 52 U.S.C. § 30109(a)(8)(C). 

September 28, 2022

September 28, 2022

MUR748600223