FEDERAL ELECTION COMMrSSION 

WASHINGTON, D.C. 20463 

VIA ELECTRONIC AND CERTIFIED MAIL 

RETURN RECEIPT REQUESTED 

Charles R. Spies, Esq. 

Clark Hill 

1001 Permsylvania Avenue, NW, Suite 1300 

Washington, DC 20004 

7 Elliot 's. Berke, Esq. 

I Berke Farah 

j? . 1200 New Hampshire Ave., NW, Suite 800 

Wa.shington, DC 20036 

Chris Gober, Esq. 

The Gober Group 

3595 Ranch Road 620 S., Suite 200 NOV Q 3 7ni7 

Austin, TX 78738 " J 4Ulf 

Kory Langhofer, Esq. 

Statecraft PLLC 

649 North Fourth Avenue, First Floor 

Phoenix, AZ 85003 

RE: MUR 6920 

' Global Conciliation 

Dear Counsel: 

On October 24, 2017, the Federal Election Commission accepted the signed joint 

conciliation agreement submitted to settle your respective clients' violations of 

52 U.S.C. § 30122, a provision of the Federal Election Campaign Act of 1971, as amended (the 

"Act"). Accordingly, the file has been closed in this 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, 81 Fed. Reg. 50,702 

(Aug. 2, 2016). Information derived in connection with any conciliation attempt will not become 

public without the written consent of the respondents and the Commission. See 
52 U.S.C. § 30109(a)(4)(B). 

Enclosed you will find a copy of the fully executed conciliation agreement for your files. 

Please note that the civil penalty is due within 30 days of the conciliation agreement's effective 

date. If you have any questions, please contact me at (202) 694-1634. 

Sincerely, 

Antoinette Fuoto 

Attorney 

Enclosure 

Conciliation Agreement 
.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 officiai ) 

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 J^es C. Thomas,. Ill, 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, and misreported 

that contribution; and that (4) American Conservative Union ("ACU") knowingly 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 J^es C. Thomas, III, in.his official capacity as treasurer, and James Ci Thomas, III. 

NOW, THEREFORE, the Conunission 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 Agteethent 

Page 2 of? 

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

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

52 U.S.C. § 30l09(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 agreement with the Commission. 

rv. The pertinent facts in this matter are as follows: 

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

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 
MUR 6920 (Global Conciliation) 

Conciliation Agreement 

Page 3 of? 

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

made any expenditures on behalf of Now or Never PAC 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 

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

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

under the direction of Byrd. 

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

another source. 

7. On the" morning of October 3.1,2012, after GI LLC received the $2,5 

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

8. Subsequently, also on October 3.1,2012, ACU contributed $1.71 millipn 

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

without the funds it received front Gl 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. 
I 

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 90k.'' Imperiale replied, "Well doiie!!!!" 

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 promptly and 

directly delivered to a separate political organization." 

13. Thotiias 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 pertinerit law in this matter is as follows: 

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

prohibits any person fi-om 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 of? 

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 § 301.04(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.S.C. .§ 30122. 

3. Now or Never PAC and James 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 301.04(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 fi-om violating 52 U.S.C. § 30122 and 

30104(b)(3)(A). 

VIII. The Commission, on request of anyone filing a cpmplaint under 

52 U.S.C. § 30109(a)(1) 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 that all parties hereto ha.ve 
MUR 6920 (Global Conciliation) 

Conciliation Agreement 

Page 6 of7 

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. 

XL 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 

agreement shall be enforceable. 

FOR TOE COMMISSION: 

BY: 

Kathleen M. Guith Date 

Associate General Counsel 

for Enforcement 
MUR 6920 (Global Conciliation) 

Conciliation Agreement 

Page 7 of? 

FOR THE RESPONDENTS: 

Di 

Gbunse] for American Conservative Union 

Elliot Berke, Counsel for (jovemment Integrity, LLC Date 

Chris Gober, Counsel for Now or Never PAG Date 

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

Conciliation Agreement 

Pago 7 of7 

FOR THE RESPONDENTS: 

Charles Spies, Date 

Counsel for American Conservative Union 

iot, Berke, Counsel for Government Integrity, LLC Date 

Chris Qober, Counsel for Now or Never PAC Date 

Kory Langhofer, Counsel, for James C. Thomas, III Date 
1 

MUR 6920 (Global Conciliation) 

Conciliation Agreement 

Page 7 of? 

FOR THE RESPONDENTS: 

Charles Spies, Date 

Counsel for American Conservative Union 

Elliot Berke, Counsel for Government Integrity, LLC Date 

_ 10/20/2017 

Chris Gpber, Gounsel for Now or Never PAC Date 

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

Conciliation Agreement 

Page 7 of 7 

FOR THE RESPONDENTS: 

Charles Spies, Date 

Counsel for American Conservative Union 

Elliot Berice, Counsel for Government Integrity, LLC Date 

Chris Gober, Counsel for Now or Never PAC Date 

I^oiy Langhofer, Counsel for James C. Thomas, III Date