1 BEFORE THE FEDERAL ELECTION COMMISSION 

2 

3 In the Matter of ) 

4 ) MUR 6920 

5 American Conservative Union, et al. ) 

6 . ) 

7 

8 SECOND GENERAL COUNSEL'S REPORT 

9 

10 1. ACTIONS RECOMMENDED 

11 We recommend that the Commission: (1) substitute the name Government Integrity LLC 

12 ("01 LLC") in the place of "Unknown Respondent" in the Commission's previous findings that 

13 Unknown Respondent violated 52 U.S.C. § 30122 by making a contribution in the name of 

14 another; (2) find reason to believe that GI LLC knowingly and willfully violated 52 U.S.C. 

15 § 30122 by making a contribution in the name of another; (3) find reason to believe that James 

16 C. Thomas, III ("Thomas") knowingly and willfully violated 52 U.S.C. § 30122 by knowingly 

17 helping or assisting in the making a contribution in the name of another; (4) find reason to 

18 believe that Now or Never PAC and Thomas, in both his official capacity as treasurer and in his 

19 individual capacity, knowingly and willfully violated 52 U.S.C. § 30122 by knowingly accepting 

20 a contribution in the name of another, and knowingly and willfully violated 52 U.S.C. 

21 § 30104(b)(3)(A) by misreporting that contribution; (5) approve the attached Factual and Legal 

22 Analyses; (6) approve the attached Subpoenas to Produce Documents and Orders to Submit 

23 Written Answers to James C. Thomas, III, American Conservative Union, and Gregg Keller. 

24 II. BACKGROUND 

25 The Commission previously found reason to believe that Unknown Respondent violated 52 

26 U.S.C. § 30122 when it made a $1.71 million contribution in the name of American Conservative 

27 Union ("ACU") to Now or Never PAC, an independent expenditure-only committee, and that ACU 
MUR 6920 (American Conservative Union, ei al.) 

Second General Counsel's Report 

Page2ofl2 

1 violated 52 U.S.C. § 30122 when it allowed its name to be used to effect that contribution.' The 

2 Commission took no action at that time on the allegation that Now or Never PAG may have 

3 knowingly accepted a contribution made in the name of another, in violation of 52 U.S.C. § 30122, 

4 and the Office of General Counsel ("OGC") commenced an investigation. 

5 III. SUMMARY OF INVESTIGATION 

6 In its investigation, which is still ongoing, OGC learned the identity of Unknown 

7 Respondent and additional information regarding the circumstances of the transaction. 

8 According to ACU, Thomas, who is also the treasurer of Now or Never PAC, "wired $ 1,800,000 

9 to ACU from an account with the name Government Integrity LLC."^ ACU's Response further 

4. . 

8 10 states that Thomas "and other individuals who may have been political consultants" also gave an 

11 employee of ACU instructions for wiring the $ 1,710,000 contribution to Now or Never PAC. ^ 

12 On the same day that ACU received the contribution from GI LLC with the assistance of 

13 Thomas, ACU transferred the $ 1.71 million contribution to Now or Never PAC pursuant to 

14 Thomas's wiring instructions.'^ ACU later characterized the.contribution to Now or Never PAC 

15 as a "political contribution received by the Organization and promptly and directly delivered to a 

16 separate political organization" in an IRS filing.^ 

' See Certification, MUR 6920 (American Conservative Union, et al.) (Jan. 27,2017); First Gen. Counsel's 

Rpt., MUR 6920. 

2 ACU RTB Resp. (Apr. 9,2017) at 2. 

^ Id. 

* Id. at 1 -2. ACU states that at the time of the contribution, ACU bank accounts had a combined total 

balance of approximately 5538,000. Id. ACU therefore would not have been able to make a SI .71 million 

contribution to Now or Never PAC without the Gl LLC funds. 

' See ACU Resp. at 2 (Apr. 23,2015). 
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MUR 6920 (American Conservative Union, el al.) 

Second General Counsel's Report 

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Based on this infoimation, OGC designated G1 LLC and Thomas (both in his individual 

capacity and as agent of GI LLC) as respondents and notified them of the Complaint.® Counsel 

for Thomas provided a response on Thomas's behalf, and noted in a telephone conversation that 

they do not represent Gl LLC, but stated that he believed GI LLC had a sole member who is now 

I 

deceased.' Thomas's response argues that the Complaint fails to show that GI LLC provided the 

funds to ACU for the purpose of making a contribution to Now or Never PAC, and likewise fails 

to show that Thomas had knowledge of the conduit arrangement.® It further disputes the 

Complaint's allegation that Now or Never PAC failed to accurately disclose the contribution 

from GI LLC, and claims that even if that were true, personal liability would not be conferred to 

Thomas as treasurer of Now or Never PAC. It does not contest Thomas's role in directing the 

wire transfer from GI LLC's account to ACU, or his role in providing wiring instructions to 

ACU for the contribution to Now or Never PAC. 

IV. LEGAL ANALYSIS 

A. There is Reason to Believe Government Integrity LLC Made and James C. 

Thomas, III Knowingly Helped or Assisted in Making a Contribution in the 

Name of Another 

As set forth in the Commission's Factual and Legal Analysis, there is reason to believe 

that Unknown Respondent violated 52 U.S.C. § 30122 by making a $1.71 million contribution to 

Now or Never PAC in the name of ACU. Because Government Integrity LLC^ made the 

® Thomas was notified in his capacity as treasurer of Now or Never PAC in March of 2015. 

' We requested information regarding the current status of GI LLC and Thomas's precise relationship with 

that entity, but the Response declined to provide such information or any factual background regarding the 

transaction. Thus, there is no further information in the record regarding the ownership and control of GI LLC other 

than the fact that Thomas acted on its behalf in making the $ 1.8 million transfer to ACU. Notably, the Response 

does not dispute Thomas's role as agent of GI LLC at the time of the transaction. 

* Thomas Resp. (May 23,2017). 

' We do not know whether Gl LLC elected to be treated as a corporation by the Internal Revenue Service 

pursuant to 26 C.F.R. § 301.7701-3. If information becomes available that would indicate that the contribution was 
MUR 6920 (American Conservative Union, et al.) 

Second General Counsel's Report 

Page 4 of 12 

1 contribution, we recommend that the Commission substitute its name in the place of "Unknown 

2 Respondent" in the Commission's previous finding and find reason to believe that GI LLC 

3 violated 52 U.S.C. § 30122 by making the contribution in the name of another. We also 

4 recommend that the Commission find reason to believe that Thomas violated 52 U.S.C. § 30122 

5 by knowingly helping or assisting any person in making a contribution in the name of another. 

1 6 Thomas sent the contribution to ACU from GI LLC while also providing wiring instructions for 

0 7 the contribution to be delivered to Now or Never PAC. Though Thomas argues that the 

4 ^ 8 Complaint has not demonstrated GI LLC's or Thomas's intent to make a contribution in the 

^ 9 name of another, as noted, the factual record shows that ACU characterized the contribution to 

4 

g 10 Now or Never PAC as a "political contribution received by the Organization and promptly and 

§ 

11 directly delivered to a separate political organization."" Accordingly, the current record 

12 provides reason to believe that Thomas violated 52 U.S.C. § 30122 by knowingly helping or 

13 assisting any person in making a contribution in the name of another. 

14 B. There is Reason to Believe Now or Never PAC Knowingly Accepted and 

15 Misreported a Contribution in the Name of Another 

16 

17 The Act prohibits a committee from knowingly accepting a contribution made in the 

18 name of another." The Act also requires political committees such as Now or Never PAC to file 

properly iattributable to its sole member under 11 C.F.R. § 110.1(g)(4), we would make the appropriate 

recommendation to the Commission at that time. 

'® See 11 C.F.R. § 110.4(b)(iii). Because we do not yet know the precise nature of the relationship between 

01 LLC and Thomas, particularly whether Thomas provided any of the funds used to make the contribution, Thomas 

may have violated the Act's prohibition on knowingly helping or assisting a person in making a contribution in the 

name of another. See id. 

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

See 11 C.F.R. § 110.4(b)(iii). 

52 U.S.C. § 30122; 11 C.F.R. § 110.4(b)(iv). 
4 

MUR 6920 (American Conservative Union, et al.) 

Second General Counsel's Report 

Page 5 of 12 

1 regular disclosure reports. Committees must disclose itemized breakdowns of receipts, 

2 including the name and address of each person who has made any contribution in an aggregate 

3 amount or value in excess of $200 within the calendar year, together with the date and amount of 

4 any such contribution.'^ In addition, if a committee treasurer discovers after receipt of an 

5 apparently legitimate contribution that it was made in the name of another, the treasurer must 

6 refund or disgorge the contribution within 30 days.The requirement that a contribution be 

7 made in the name of its true source promotes Congress's objective of ensuring the complete and 

8 accurate disclosure by candidates and committees of the political contributions they receive." 

9 Thomas, the treasurer of Now or Never PAC, appears to have both wired the $ 1.8 million 

10 from GI LLC to ACU and provided instructions on wiring the S1.71 million contribution from 

11 ACU to Now or Never PAC on the same day. His role as treasurer of Now or Never PAC leaves 

12 little doubt that Now or Never PAC knew that ACU was not the true source of the $1.71 million 

13 contribution. Accordingly, we recommend that the Commission find reason to believe that Now 

14 or Never PAC and James C. Thomas, III, in his official capacity as treasurer, violated 52 U.S.C. 

15 § 30122 by knowingly accepting a contribution in the name of another, and violated 52 U.S.C. 

16 § 30104(b)(3)(A) by failing to accurately report the contribution. 

52 U.S.C. § 30104(b). 

" Id. § 30104(b)(3)(A); 11 C.F.R. § 104.3(a)(3)-(4). 

11 C.F.R. § 103.3(b)(2); see MUR 5643 (Carter's Inc.) (informing recipient committee of its obligation to 

refund or disgorge illegal contribution); Advisory Op. 1996-05 (Jay Kim for Congress) (allowing for disgorgement 

of illegal contributions to U.S. Treasury as an alternative to refunding contributions). 

" 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."). 
MUR 6920 (American Conservative Union, et al.) 

Second General Counsel's Report 

Page 6 of 12 

1 C. There is Reason to Believe Thomas, GI LLC, and Now or Never PAC Acted 

2 Knowingly and Willfully and That Thomas Violated the Act in His Personal 

3 Capacity 

4 -

5 We further recommend that the Commission find that the potential violations by Thomas, 

6 GI LLC, and Now or Never PAC were knowing and willful. A violation of the Act is knowing 

7 and willful if the "acts were committed with full knowledge of all the relevant facts and a 

1 8 recognition that the action in prohibited by law."'® This does not require proving knowledge of 

^ 9 the specific statute or regulations that the respondent allegedly violated." Instead, it is sufficient 

jil 10 that the respondent "acted voluntarily and was aware that his conduct was unlawful."^" 

.4 11 Here, Thomas played a central role in the conduit scheme. He not only assisted GI LLC 

4 

P 12 in making a contribution in the name of another, but did so for the benefit of the PAC for which 

13 he is treasurer. His dual role in both the making of and receipt of the contribution demonstrates 

14 his knowledge of the conduit scheme. Thomas has served as the treasurer of Now or Never PAC 

15 since 2012, when the group filed its Statement of Organization.^' He is also the treasurer of at 

16 least one other federal committee^^ and two Missouri political committees.As such, we 

17 presume he has significant knowledge of campaign finance law. The Commission has 

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

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

" United Slates v. Danielcsyk, 917 F.Supp.2d 573, 579 (E .D. Va. Jan. 9,2013) (quoting Bryan v. United 

States, 524 U.S. 184,195 & n.23 ( 1998) (holding that, to establish a violation is willful, govemment needs to show 

only that defendant acted with knowledge that conduct was unlawful, not knowledge of specific statutory provision 

violated)). 

. Id. 

See Statement of Organization, Now or Never PAC (Feb. 22,2012). 

" See Statement of Organization, Courageous Conservatives PAC (Sept. 16,2015). 

See, e.g., Eli Yokley, Missouri Candidate Picks Up Where She Left Off After Rival's Suicide, NEW YORK 

TIMES (March 29,2015) (identifying Thomas as the treasurer of two different Missouri committees). 
MUR 6920 (American Conservative Union, et al.) 

Second General Counsel's Report 

Page 7 of 12 

1 a respondent knowingly and willfully violated 52 U.S.C. § 30122.^" Based on the foregoing, we 

2 recommend that the Commission find that Thomas knowingly and willfully violated 52 U.S.C. § 

3 30122 by knowingly helping or assisting in the making of a contribution in the name of another 

4 and accepting a contribution made in the name of another, and that he knowingly and willfully 

5 violated 52 U.S.C. § 30104(b)(3)(A) by failing to accurately report that contribution as treasurer 

1 6 of the recipient committee. Because Thomas's conduct is attributable to both GILLC^^ and 

0 7 Now or Never PAC, we further recommend that the Commission find that GI LLC likewise 

4 

^ 8 knowingly and willfully violated 52 U.S.C. § 30122, and that Now or Never PAC and Thomas, 

A 9 in his official capacity as treasurer, knowingly and willfully violated 52 U.S.C. §§ 30122 and 

4 

1 10 30104(b)(3XA). 

11 Finally, we recommend that the Commission find Thomas personally liable for his role in 

12 accepting a contribution in the name of another on behalf of Now or Never PAC. The 

13 Commission has stated that, "[d]ue to their 'pivotal role,' treasurers may be held personally 

14 liable for failing to fulfill their responsibilities under the Act and the Commission's 

15 regulations."^® Thus, the Commission has determined as a matter of policy that it will proceed 

16 against treasurers in their personal capacity: 

17 [WJhere information indicates that the treasurer knowingly and willfully violated 

18 an obligation that the Act or regulations specifically impose on treasurers or 

19 where the treasurer recklessly failed to fulfill the duties imposed by law, or where 

20 the treasurer has intentionally deprived himself or herself of the operative facts 

See Factual & Legal Analysis at 9, MUR 7027 (MV Transportation, Inc.) (concluding that a respondent's 

conduct was knowing and willful where respondent had donated over SI00,000 to federal candidates and was 

familiar with campaign finance regulations) (open matter). 

See note 7 supra. 

" Statement of Policy Regarding Treasurers Subject to Enforcement Proceedings, 70 Fed. Reg. at 5 (Jan. 3, 

2005). 
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MUR 6920 (American Conservative Union, et al.) 

Second General Counsel's Report 

Page 8 of 12 

giving rise to the violation." 

Because Thomas's conduct on behalf of Now or Never PAC was knowing and willful, we 

recommend that the Commission find reason to believe that Thomas knowingly and willfully 

violated 52 U.S.C. §§ 30122 and 30104(b)(3)(A) in his personal capacity. 

V. DISCOVERY 

We have on multiple occasions requested additional information, including 

communications and other documents discussing the transaction, from ACU, ACU's former 

executive director, Gregg Keller, and Thomas. We have requested information about the nature 

of the relationship between 01 LLC and Thomas, the source of the funds Thomas wired, the 

purpose for wiring those funds through ACU, and Respondents' knowledge of relevant campaign 

finance law. The current record is unclear as to whether Thomas provided the funds to the GI 

LLC account, or whether other parties were involved: Additionally, we are seeking any 

documentation regarding Thomas's purpose in orchestrating the transaction that may 

demonstrate whether his actions were knowing and willful. 

The parties have either delayed or declined our requests for additional factual information 

and documents pertaining to the transaction. Given the impending expiration of the statute of 

limitations - the contribution was delivered to Now or Never PAC on October 31,2012, and thus 

the violation expires on October 31, 2017 - and the parties' reluctance to voluntarily cooperate 

with our investigation, we propose the attached subpoenas and orders to compel answers to 

written questions and to produce documents to: (1) Thomas, (2) ACU, and (3) Keller. As 

explained below, we believe that the subpoenas and orders are necessary to obtain the 

" /d. at 3-4. 
MUR 6920 (American Conservative Union, et al.) 

Second General Counsel's Report 

Page9ofI2 

1 information needed to complete our investigation and make further recommendations to the 

2 Commission. 

3 A. James C. Thomas, III 

4 Thomas has consistently declined to provide factual information regarding the 

5 contribution at issue in this matter. In early May, we spoke with Thomas's counsel and asked 

1 6 that Thomas provide information and documents to complete the factual record, including more 

h 

4 

4 

7 information regarding GI LLC and its unknown principal. We received Thomas's response to 

8 the Commission's findings on May 23, 2017, but it did not contain any of the requested factual 

9 information. We again asked counsel to provide additional information. In a phone call on May 

10 30, 2017, counsel showed hesitancy to provide additional factual information, stating that he did 

11 not want to provide a "roadmap" to the Commission of his client's conduct. Counsel then 

12 but stated that his client likely would not agree to toll the statute 

13 of limitations, 

14 During that discussion, counsel stated that he would provide an attorney proffer that may 

15 mitigate Thomas's conduct, but late in the evening on June 6,2017, when that proffer was due, 

16 counsel informed us via email that Thomas would not provide any declaration or proffer at this 

17 time. Accordingly, we propose the attached order to compel James C. Thomas, III to answer 

18 questions and provide documents regarding the contribution at issue. 

19 B. American Conservative Union 

20 Following ACU's submission of its written narrative, we asked counsel for ACU whether 

21 they possessed any documents reflecting communications between ACU and Thomas about the 

22 transaction. This information is needed to confirm the nature of the arrangement between GI 

23 LLC/Thomas and ACU. ACU did not respond, and we inquired about any such documents on 
MUR 6920 (American Conservative Union, et al.) 

Second General Counsel's Report 

Page 10 of 12 

1 several occasions between April 14, 2017 and June 13,2017. On May 25, 2017, counsel for 

2 ACU indicated in an email that their client possessed several documents that are responsive to 

3 our inquiry, but that counsel had not yet completed a privilege review. Counsel further stated 

4 that he would get back to us regarding the results of the privilege review during the week of May 

5 30, 2017. On June 6,2017 we spoke with counsel, who informed us that he believed most of 

6 their documents were privileged. On June 13, 2017, counsel confirmed that he had privilege 

7 concerns about all of the responsive documents in ACU's possession and has not produced any 

8 documents. 

9 Accordingly, we propose the attached order to compel ACU to provide documents regarding the 

10 transaction at issue so that ACU will either produce the documents or make a formal assertion of 

11 privilege. 

12 C. Gregg Keller 

13 Counsel for ACU suggested that we contact Gregg Keller, the former executive director 

14 of ACU, for additional information that current ACU employees may not have regarding the 

15 nature of the arrangement between GI LLC/Thomas and ACU. On May 11, 2017, we spoke with 

16 Keller's counsel to set up a time for an informal interview with Keller, but counsel has been 

17 unwilling to set a date. On June. 15, 2017, counsel informed us that his client would not consent 

18 to an informal interview. We therefore propose the attached order to compel Keller to provide 

19 documents and answer questions regarding the transaction. 

20 
MUR 6920 (American Conservative Union, e/ al.) 

Second General Counsel's Report 

Page 11 of 12 

1 VI. RECOMMENDATIONS 

2 1. Substitute the name Government Integrity LLC in the place of "Unknown Respondent" in 

3 the Commission's previous findings that Unknown Respondent violated 52 U.S.C. 

4 § 30122 by making a contribution in the name of another; 

5 2. Find reason to believe that Government Integrity LLC knowingly and willfully 

6 violated 52 U.S.C. § 30122 by making a contribution in the name of another; 

7 

8 3. Find reason to believe that James C. Thomas, III knowingly and willfully violated 

9 52 U.S.C. § 30122 by knowingly helping or assisting in the making of a contribution in 

10 the name of another; 

11 4. Find reason to believe that Now or Never PAC and James C. Thomas, III in his official 

12 capacity as treasurer knowingly and willfully violated 52 U.S.C. § 30122 and 52 U.S.C. 

13 § 30104(b)(3)(A) by accepting a contribution in the name of another and failing to 

14 properly report that contribution; 

15 5. Find reason to believe that James C. Thomas, III in his personal capacity knowingly and 

16 willfully violated 52 U.S.C. § 30122 and 52 U.S.C. § 30104(b)(3)(A) by accepting a 

17 contribution in the name of another and failing to properly report that contribution; 

18 6. Approve the attached Factual and Legal Analyses; 

19 7. Approve the Subpoenas to Produce Documents and Orders to Submit Written Answers to 

20 James C. Thomas, III, American Conservative Union, and Gregg Keller; and 
MUR 6920 (American Conservative Union, et at.) 

Second General Counsel's Report 

Page 12 of 12 

1 8. Approve the appropriate letters. 

2 Lisa J. Stevenson 

3 

4 

Acting General Counsel 

5 Kathleen Guith 

6 7/5/17 

7 Date Kathleen M. Guith 

8 

9 

Associate General Counsel 

10 

11 Mark Shonkwiler 

12 Mark Shonkwiler 

13 Assistant General Counsel 

14 

15 

16 Antoinette Fuoto 

17 Antoinette Fuoto 

18 Attorney 

19 

20 Attachment 

21 1) Factual and Legal Analysis for Government Integrity LLC 

22 2) Factual and Legal Analysis for Now or Never PAG and James C. Thomas, III 

23 capacity as treasurer 

24 3) Factual and Legal Analysis for James C. Thomas, III 

25 

26 

27 
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 

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

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

] 1 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 in this matter 

14 and finds that Government Integrity LLC acted in a knowing and willful manner. 

15 11. FACTUAL BACKGROUND 

16 Now or Never PAC, an independent expenditure only committee, reported that on 

17 October 31, 2012, it received a $1.71 million contribution from ACU,' a 501(c)(4) social welfare 

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

19 ^ finances,^ ACU filed an Amended 2012 IRS Form 990 that disclosed the $1.71 contribution to 

20 Now or Never PAC as "a political contribution received by the Organization and promptly and 

21 directly delivered to a separate political organization."^ The Complaint alleged that Unknown 

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

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

' Compl. m 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. 

Attachment 1 
MUR 6920 (Government Integrity LLC) 

Factual and Legal Analysis 

Page 2 of 4 

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

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

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

4 separate political organization,"® the Commission found reason to believe that an Unknown 

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

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

7 the treasurer of Now or Never PAC, wired $1,800,000 to ACU from an account with the name 

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

9 ' $1,710,000 contribution to Now or Never PAC. Based on this information, OGC designated GI 

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

11 LLC did not respond to the notification. 

12 III. LEGAL ANALYSIS 

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

14 effect a contribution in the name of another.^ The requirement that a contribution be made in the 

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

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

17 uniformly rejected the assertion that "only the person who actually transmits funds ... makes the 

' Compl.im 12.17. 

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

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

and other organizations. 52 U.S.C. § 30101(11); 11 C.F.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."). 

Attachment 1 
MUR 6920 (Government Integrity LLC) 

Factual and Legal Analysis 

Page 3 of 4 

1 contribution,"® recognizing that "it is implausible that Congress, in seeking to promote 

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

3 merely transmitted the campaign gift."'® Accordingly, the Act and the Commission's regulations 

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

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

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

7 intermediary but instead to the original source. 

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

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

10 separate political organization," the Commission found reason to believe that Unknown 

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

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

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

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

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

16 contribution in the name of another. The Commission also finds reason to believe that 

17 Government Integrity LLC's actions were knowing and willful. A violation of the Act is 

18 knowing and willful if the "acts were committed with full knowledge of all the relevant facts and 

' UniledStales v. Boender, 649 F.3d 650, 660 (7th Cir. 2011). 

'« O'Oo/i/ie//.608 F.3dat554. 

'' 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."). 

C>-Do««e//,608 F.3dat550. 

Attachment 1 
I 

MUR 6920 (Government Integrity LLC) 

Factual and Legal Analysis 

Page 4 of 4 

1 a recognition that the action in prohibited by law."'^ This does not require proving knowledge of 

2 the specific statute or regulations that the respondent allegedly violated.Instead, it is sufficient 

3 that the respondent "acted voluntarily and was aware that his conduct was unlawful."'^ 

4 Thomas, as agent of GI LLC, played a central role in the conduit scheme. He not only 

5 assisted GI LLC in making a contribution in the name of another, but did so for the benefit of the 

6 PAC for which he is treasurer. His dual role in both the making of and receipt of the 

0 7 contribution demonstrates his knowledge of the conduit scheme. Thomas has served as the 

.4 

^ 8 treasurer of Now or Never PAC since 2012, when the group filed its Statement of 

^ 9 Organization.'® He is also the treasurer of at least one other federal committee,and two 

|| iO Missouri political committees.As such, we presume his he has significant knowledge of 

11 campaign finance law, and the Commission has previously afforded weight to a respondent's 

12 knowledge of campaign finance law in finding that a respondent knowingly and willfully 

13 violated 52 U.S.C. § 30122. Because Thomas's conduct is attributable to GI LLC," the 

14 Commission finds that GI LLC knowingly and willfully violated 52 U.S.C. § 30122. 

13 122 Cong. Rec. 12,197, 12,199 (May 3, 1976). 

United States v. Danielczyk, 917 F.Supp.2d 573, 579 (E .D. Va. Jan. 9,2013) (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)). 

" Id. 

See Statement of Organization, Now or Never PAC (Feb. 22,2012). 

" See Statement of Organization, Courageous Conservatives PAC (Sept. 16,2015). 

" See, e.g., Eli Yokley, Missouri Candidate Picks Up Where She Left Off After Rival's Suicide, NEW YORK 

TIMES (March 29, 2015) (identifying Thomas as the treasurer of two different Missouri committees). 

" See note 7 supra. 

Attachment 1 
1 FEDERAL ELECTION COMMISSION 

2 

3 FACTUAL AND LEGAL ANALYSIS 

4 

5 MUR: 6920 

6 

7 RESPONDENT: Now or Never PAC and James C. Thomas, III in his official capacity as 

8 treasurer 

9 

10 I. INTRODUCTION 

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

12 $1.71 million contribution to Now or Never PAC in the name of American Conservative Union 

I 13 ("ACU"), in violation of 52 U.S.C. § 30122 and 11 C.F.R. § 110.4(b). The Commission 

1 14 previously took no action at that time on the allegation that Now or Never PAC may have 

5 

^ 15 knowingly accepted a contribution made in the name of another, in violation of 52 U.S.C. 

16 § 30122, and the Office of General Counsel ("OGC") commenced an investigation. Based on 

17 the available information, the Commission now finds reason to believe that Now or Never PAC 

18 and James C. Thomas, III, in his official capacity as treasurer, violated 52 U.S.C. § 30122 by 

19 knowingly accepting a contribution in the name of another, and violated 52 U.S.C. 

20 § 30104(b)(3)(A) by failing to accurately report the contribution. The Commission further finds 

21 that these violations were knowing and willful. 

22 11. FACTUAL BACKGROUND 

23 Now or Never PAC, an independent expenditure only committee, reported that on 

/ 

24 October 31,2012, it received a $1.71 million contribution from ACU, a 501(c)(4) social welfare 

25 organization. James C. Thomas, III is treasurer of Now or Never PAC. In May 2014, apparently 

26 after an independent auditor reviewed its 2012 finances, ACU filed an Amended 2012 IRS Form 

27 990 that disclosed the $1.71 contribution to Now or Never PAC as "a political contribution 

28 received by the Organization and promptly and directly delivered to a separate political 

Attachment 2 
MUR 6920 (Now or Never PAC) 

Factual and Legal Analysis 

Page 2 of4 

1 organization." The Complaint alleged that Unknown Respondent is the true source of the $ 1.71 

2 . million contribution made in ACU's name to Now or Never PAC. Based on ACU's 

3 representation that the contribution to Now or Never PAC was "a political contribution received 

4 by the Organization and promptly and directly delivered to a separate political organization," the 

5 Commission found reason to believe that an Unknown Respondent violated 52 U.S.C. § 30122 

6 and commenced an investigation. 

7 During the investigation, the Commission learued that Thomas wired $ 1,800,000 to ACU 

^ 8 from an account with the name Government Integrity LLC ("01 LLC") and provided an 

9 employee of ACU instructions for wiring the $ 1,710,000 contribution to Now or Never PAC. 

10 III. LEGAL ANALYSIS 

11 A. There is Reason to Believe Now or Never PAC Knowingly Accepted and 

12 Misreported a Contribution in the Name of Another 

13 

14 The Act prohibits a committee from knowingly accepting a contribution made in the 

15 name of another.' The Act also requires political committees such as Now or Never PAC to file 

16 regular disclosure reports.^ Committees must disclose itemized breakdowns of receipts, 

17 including the name and address of each person who has made any contribution, in an aggregate 

18 amount or value in excess of $200 within the calendar year, together with the date and amount of 

19 any such contribution.^ In addition, if a committee treasurer discovers after receipt of an 

20 apparently legitimate contribution that it was made in the name of another, the treasurer must 

' 52 U.S.C. § 30122; 11 C.F.R. § 110.4(b)(iv). 

^ 52 U.S.C. § 30104(b). 

3 Id. § 30104(b)(3)(A); 11 C.F.R. § 104.3(a)(3)-(4). 

Attachment 2 
MUR 6920 (Now or Never PAC) 

Factual and Legal Analysis 

Page 3 of 4 

1 refund or disgorge the contribution within 30 days." The requirement that a contribution be 

2 made in the name of its true source promotes Congress's objective of ensuring the complete and 

3 accurate disclosure by candidates and committees of the political contributions they receive.^ 

4 Thomas, the treasurer of Now or Never PAC, appears to have both wired the $I .8 million 

5 from GI LLC to ACU and provided instructions on wiring the $1.71 million contribution from 

6 ACU to Now or Never PAC on the same day. His role as treasurer of Now or Never PAC leaves 

7 little doubt that Now or Never PAC knew that ACU was not the true source of the $ 1.71 million 

8 contribution. Accordingly, the Commission finds reason to believe that Now or Never PAC and 

9 James C. Thomas, III, in his official capacity as treasurer, violated 52 U.S.C. § 30122 by 

10 knowingly accepting a contribution in the name of another, and violated 52 U.S.C. 

11 § 30104(b)(3)(A) by failing to accurately report the contribution. 

12 B. There is Reason to Believe Now or Never PAC Acted Knowingly and 

13 Willfully 

15 The Commission further finds that the potential violations by Now or Never PAC were 

16 knowing and willful. A violation of the Act is knowing and willful if the "acts were committed 

17 with full knowledge of all the relevant facts and a recognition that the action in prohibited by 

18 law."® This does not require proving knowledge of the specific statute or regulations that the 

19 respondent allegedly violated.' Instead, it is sufficient that the respondent "acted voluntarily and 

^ 11 C.F.R. § 103.3(b)(2); see MUR 5643 (Carter's Inc.) (informing recipient committee of its obligation to 

refund or disgorge illegal contribution); Advisory Op. 1996-05 (Jay Kim for Congress) (allowing for disgorgement 

of illegal contributions to U.S. Treasury as an alternative to refunding contributions). 

' See, e.g.. United Stales 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."). 

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

' United States v. Danielciyk, 917 F.Supp.2d 573, 579 (E .D. Va. Jan. 9,2013) (quoting Bryan v. United 

Attachment 2 
MUR 6920 (Now or Never PAC) 

Factual and Legal Analysis 

Page 4 of 4 

1 was aware that his conduct was unlawful."® 

2 Here, Thomas played a central role in the conduit scheme. He not only assisted GI LLC 

3 in making a contribution in the name of another, but did so for the benefit of the PAC for which 

4 he is treasurer. His dual role in both the making of and receipt of the contribution demonstrates 

5 his knowledge of the conduit scheme. Thomas has served as the treasurer of Now or Never PAC 

I 6 since 2012, when the group filed its Statement of Organization.® He is also the treasurer of at 

^ 7 least one other federal committee'" and two Missouri political committees.'' As such, we 

4 8 presume he has significant knowledge of campaign finance law. The Commission has 

§ 9 previously afforded weight to a respondent's knowledge ofcampaign finance law in finding that 

^ 10 a respondent knowingly and willfully violated 52 U.S.C. § 30122. Based on the foregoing, the 

11 Commission finds that Now or Never PAC and Thomas, in his official capacity as treasurer, 

12 knowingly and willfully violated 52 U.S.C. §§ 30122 and 30104(b)(3)(A). 

Slates, 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)). 

"Id. • 

' See Statement of Organization, Now or Never PAC (Feb. 22,2012). 

'® See Statement of Organization, Courageous Conservatives PAC (Sept. 16,2015). 

" See, e.g., Eli Yokley, Missouri Candidate Picks Up Where She Left Off After Rival's Suicide, NEW VORK 

TIMES (March 29,2015) (identifying Thomas as the treasurer of two different Missouri committees). 

Attachment 2 
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FEDERAL ELECTION COMMISSION 

FACTUAL AND LEGAL ANALYSIS 

MUR: 6920 

RESPONDENT: James C. Thomas, III 

I. INTRODUCTION 

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

$1.71 million contribution to Now or Never PAC in the name of American Conservative Union 

("ACU"), in violation of 52 U.S.C. § 30122 and 11 C.F.R. § 110.4(b). Based on the available 

information, the Commission now finds that James C. Thomas, III knowingly and willfully violated 

52 U.S.C. § 30122 by knowingly helping or assisting in the making of a contribution in the name of 

another and by knowingly accepting a contribution made in the name of another, and that he 

knowingly and willfully violated 52 U.S.C. § 30104(b)(3)(A) in his personal capacity by failing to 

accurately report that contribution as treasurer of the recipient committee. 

II. FACTUAL BACKGROUND 

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

October 31, 2012, it received a $1.71 million contribution from ACU,' a 501(c)(4) social welfare 

organization.^ James C. Thomas, III is the treasurer of Now or Never PAC. In May 2014, 

apparently after an independent auditor reviewed its 2012 finances,^ ACU filed an Amended 

2012 IRS Form 990 that disclosed the $1.71 contribution to Now or Never PAC as "a political 

contribution received by the Organization and promptly and directly delivered to a separate 

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

2 ACUResp.at 1 (Apr.23,2015). 

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

Amended Form 990, May 12, 2014). 

Attachment 3 
MUR 6920 (James C. Thomas, III) 

Factual and Legal Analysis 

Page 2 of 6 

1 political organization."^ The Complaint alleged that Unknown Respondent is the true source of 

2 the$1.71 million contribution made in ACU's name to Now or Never PAC.^ Based on ACU's 

3 representation that the contribution to Now or Never PAG was "a political contribution received 

4 by the Organization and promptly and directly delivered to a separate political organization,"® 

5 the Commission found reason to believe that an Unknown Respondent violated 52 U.S.C. 

1 6 § 30122 and commenced an investigation. 

0 7 During the investigation, the Commission learned that Thonias wired $ 1,800,000 to ACU 

^ 8 from an account with the name Government Integrity LLC ("GI LLC") and provided an 

% 

4 9 employee of ACU instructions for wiring the $ 1,710,000 contribution to Now or Never PAC. 

I' 10 Based on this information, OGC designated Thomas as a respondent and notified him of the 

11 Complaint. 

12 III. LEGAL ANALYSIS 

13 A. There is Reason to Believe James C. Thomas, III Knowingly Helped or 

14 Assisted in Making a Contribution iii the Name of Another 

15 

16 As previously determined by the Commission, there is reason to believe that Unknown 

17 Respondent violated 52 U.S.C. § 30122 by making a $1.71 million contribution to Now or Never 

18 PAC in the name of ACU. Because GI LLC made the contribution with Thomas's assistance, 

19 the Commission finds reason to believe that Thomas violated 52 U.S.C. § 30122 by knowingly 

20 helping or assisting any person in making a contribution in the name of another.^ Thomas sent 

^ CompI Ex. C at Schedule O, Schedule C. 

' Compl. m 12,17. 

® ACU Resp. at 2 (Apr. 23,2015). 

' See 11 C.F.R. § 110.4(b)(iii). Because we do not yet know the precise nature of the relationship between 

GI LLC and thonias, particularly whether Thomas provided any of the funds used to make the contribution, Thomas 

Attachment 3 
MUR 6920 (James C. Thomas, III) 

Factual and Legal Analysis 

Page 3 of 6 

1 the contribution to ACU from GI LLC while also providing-wiring instructions for the 

2 contribution to be delivered to Now or Never PAG. Though Thomas argues that the Complaint 

3 has not demonstrated GI LLC's or Thomas's intent to make a contribution in the name of 

4 another, as noted, the factual record shows that ACU characterized the contribution to Now or 

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

6 delivered to a separate political organization."® Accordingly, the current record provides reason 

^ 7 to believe that Thomas violated 52 U.S.C. § 30122 by knowingly helping or assisting any person 

8 in making a contribution in the name of another.' 

9 B. The Commission Has Found That There is Reason to Believe James C. 

10 Thomas, in, in his Ofncial Capacity as Treasurer of Now or Never PAC, 

11 Knowingly Accepted and Misreported a Contribution in the Name of 

12 ~ Another 

13 

14 The Act prohibits a committee from knowingly accepting a contribution made in the 

15 name of another.The Act also requires political committees such as Now or Never PAC to file 

16 regular disclosure reports." Committees must disclose itemized breakdowns of receipts, 

17 including the name and address of each person who has made any contribution in an aggregate 

18 amount or value in excess of $200 within the calendar year, together with the date and amount of 

19 any such contribution.'^ In addition, if a committee treasurer discovers after receipt of an 

20 apparently legitimate contribution that it was made in the name of another, the treasurer must 

may have violated the Act's prohibition on knowingly helping or assisting a person in making a contribution in the 

name of another. See 11 C.F.R. § 110.4(b)(iii). 

« ACU Resp. at 2 (Apr. 23,2015). 

' See 11 C.F.R. § 110.4(b)(iii). 

'» 52 U.S.C. §30122; 11 C.F.R. §110.4(b)(iv). 

" 52 U.S.C. § 30104(b). 

Id. § 30104(b)(3)(A); 11 C.F.R. § 104.3(a)(3)-(4). 

Attachment 3 
MUR 6920 (James C. Thomas, III) 

Factual and Legal Analysis 

Page 4 of 6 

1 refund or disgorge the contribution within 30 days. The requirement that a contribution be 

2 made in the name of its true source promotes Congress's objective of ensuring the complete and 

3 accurate disclosure by candidates and committees of the political contributions they receive. 

4 Thomas, the treasurer of Now or Never PAG, appears to have both wired the $1.8 million 

5 from GI LLC to ACU and provided instructions on wiring the $1.71 million contribution from 

6 ACU to Now or Never PAC on the same day. Based on this information, the Commission has 

7 found reason to believe that Thomas, in his official capacity as treasurer of Now or Never PAC, 

8 violated 52 U.S.C. § 30122 by knowingly accepting a contribution in the name of another, and 

9 violated 52 U.S.C. § 30104(b)(3)(A).by failing to accurately report the contribution. 

10 C. There is Reason to Believe Thomas Acted Knowingly and Willfully and that 

11 Thomas Violated the Act in his Personal Capacity 

12 

13 The Commission also finds that the potential violations by Thomas were knowing and 

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

15 knowledge of all the relevant facts and a recognition that the action in prohibited by law."'^ This 

16 does not require proving knowledge of the specific statute or regulations that the respondent 

17 allegedly violated.Instead, it is sufficient that the respondent "acted voluntarily and was aware 

" 11 C.F.R. § 103.3(b)(2); see MUR 5643 (Carter's Inc.) (informing recipient committee of its obligation to 

refund or disgorge illegal contribution); Advisory Op. 1996-05 (Jay Kim for Congress) (allowing for disgorgement 

of illegal contributions to U.S. Treasury as an alternative to refunding contributions). 

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."). 

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

United States v. Danielczyk, 917 F.Supp.2d 573, 579 (E .D. Va. Jan. 9,2013) (quoting Bryan v. United 

Slates, 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)). 

Attachment 3 
MUR 6920 (James C. Thomas, III) 

Factual and Legal Analysis 

Page 5 of 6 

1 that his conduct was unlawful' 

2 . Here, Thomas played a central role in the conduit scheme. He not only assisted GI LLC 

3 in making a contribution in the name of another, but did so for the benefit of the PAG for which 

4 he is treasurer. His dual role in both the making of and receipt of the contribution demonstrates 

5 his knowledge of the conduit scheme. Thomas has served as the treasurer of Now or Never PAG 

6 since 2012, when the group filed its Statement of Organization.He is also the treasurer of at 

7 least one other federal committee" and two Missouri political committees.^" As such, we 

8 presume he has significant knowledge of campaign finance law. The Commission has 

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

10 a respondent knowingly and willfully violated 52 U.S.G. § 30122. Based on the foregoing, the 

11 Commission finds that Thomas knowingly and willfully violated 52 U.S.G. § 30122 by 

12 knowingly helping or assisting in the making of a contribution in the name of another and by 

13 accepting a contribution made in the name of another, and that he knowingly and willfully 

14 violated 52 U.S.G. § 30104(b)(3)(A) by failing to accurately report that contribution as treasurer 

15 of the recipient committee. 

16 Finally, the Commission finds Thomas personally liable for his role in accepting a 

17 contribution in the name of another on behalf of Now or Never PAG. The Commission has 

18 stated that, "[d]ue to their 'pivotal role,' treasurers may be held personally liable for failing to 

''Id. . 

" See Statement of Organization, Now or Never PAC (Feb. 22,2012). 

" See Statement of Organization, Courageous Conservatives PAC (Sept. 16,201S). 

See, e.g., Eli Yokley, Missouri Candidate Picks Up Where She Left Off After Rival's Suicide, NEW YORK 

TIMES (March 29,2015) (identifying Thomas as the treasurer of two different Missouri committees). 

Attachment 3 
MUR 6920 (James C. Thomas, III) 

Factual and Legal Analysis 

Page 6 of 6 

1 fulfill their responsibilities under the Act and the Commission's regulations."^' Thus, the 

2 Commission has determined as a matter of policy that it will proceed against treasurers in their 

3 personal capacity: 

4 [W]here information indicates that the treasurer knowingly and willfully violated 

5 an obligation that the Act or regulations specifically impose on treasurers or 

6 where the treasurer recklessly failed to fulfill the duties imposed by law, or where 

7 the treasurer has intentionally deprived himself or herself of the operative facts 

2 8 giving rise to the violation. 

P 9 Because Thomas's conduct on behalf of Now or Never PAC was knowing and willful, the 

I 

^ 10 Commission finds reason to believe that Thomas knowingly and willfully violated 52 U.S.C. 

5 ^ 11 §§ 30122 and 30104(b)(3)(A) in his personal capacity. 

12 

Statement of Policy Regarding Treasurers Subject to Enforcement Proceedings, 70 Fed. Reg. at 5 (Jan. .3, 

2005). 

" W. at 3-4. 

Attachment 3