A Roadmap to Settle the Georgia Republican Party/Corporation Conundrum

State Party has all Authority Necessary to Resolve this Issue at the Brunswick Meeting

To help settle the existing Georgia Republican Party/Corporation conundrum, I offer the following resolution for consideration by Republicans attending the Georgia Republican Party State Committee Meeting this weekend in Brunswick, GA.

Admittedly, the first six items, solely regarding the “Party,” are the easy part. The last six items are more difficult. But they are no more difficult than the procedures undertaken to create the present unlawful, “hybrid” entity in the first place. Thus, when I write the following under #7, “Reverse all procedures originally undertaken to erroneously transfer the Georgia Republican Party Tax ID# and its assets from the Party to the Corporation,” I recognize that somewhere there is an audit trail, or records of previous procedures undertaken when committing the errors we deal with today. Whatever those erroneous procedures were, they now must be reversed.

But the portion of these matters which is most concerning to Republican voters is that which deals with the nature of the entity in control of election activities, and ensuring that the Republican Party entity is running properly under Title 21 of the Official Code of Georgia. Those matters, fortunately, appear easier to settle.

Thus, I offer the following resolution as a roadmap to aid the Republican State Committee to fulfill its role in governing the Georgia Republican Party in accordance with the requirements under OCGA 21-2-110.

• Whereas the Rules of the Georgia Republican Party (the “Rules’) adopted June 17, 2020 erroneously reference the Georgia Republican Party (the “Party”) existing as a corporate entity known as, “Georgia Republican Party, Inc.,” (the “Corporation”); and,

• Whereas the Georgia Republican Party State Committee (State Committee) assembled this day, January 20, 2024, desires to expeditiously correct said errors, as well as all errors deriving from the confusion of said terms,

• Therefore, the Georgia Republican Party State Committee authorizes and instructs the Party Chairman to execute the following corrective actions without delay:

All References to a Corporate Entity Must be Stricken from the Present Rules.

1. Remove and/or replace all present references to “Georgia Republican Party, Inc.,” or any term deriving therefrom, contained in the present Rules with the term, “Georgia Republican Party,” or terms deriving solely therefrom.

2. File a certified copy of said corrected Rules with the Georgia Secretary of State, as required under OCGA 21-2-110(a)(3).

3. Upload and display the resulting updated Rules, stamped “received” by the Georgia Secretary of State, on the website of the Georgia Republican Party (gagop.org).

4. File an update of the addresses of the office of the Party with the Georgia Secretary of State, as required under OCGA 21-2-110(a)(4).

5. File with the Georgia Secretary of State a certified copy of the names, home addresses, and titles of the persons presently composing the Party governing committee, i.e. the Georgia Republican Party State Committee, as well as the same information respecting the Georgia Republican Party executive officers duly elected June 10, 2023 at the Columbus, Georgia Republican Convention, as required under OCGA 21-2-110(a)(5).

6. Upload and display a copy of the information from (5) above, stamped “received” by the Georgia Secretary of State on the website of the Georgia Republican Party (gagop.org).

7. Reverse all procedures originally undertaken to erroneously transfer the Georgia Republican Party Tax ID# and its assets from the Party to the Corporation, in so doing effectively transferring all affected assets back to the Party from which they were erroneously removed. Do so on all accounts of the Corporation.

8. Secure a new Tax ID# for the Corporation. Attach the new Tax ID# to all accounts of the corporation.

9. Place a cash reserve in the Corporation bank account sufficient to settle all debts.

10. Settle all debts of the Corporation, either paying outright or bonding all contingent liabilities to be settled as expeditiously as possible.

11. When all liabilities, including contingent liabilities of the Corporation are settled, dissolve the corporation in accordance with the requirements of OCGA 14-3-14, transferring all remaining assets to the Party.

12. Never form a corporation under the guise of the Georgia Republican Party again.

To Bring the Georgia Republican Party Into Compliance, These Steps Must Be Completed

The Requirements to Dissolve a Georgia Corporation

That’s it, a simple roadmap to settle the Republican Party/Corporation conundrum. That is not to say other activities should not be undertaken. But at the very least, items 1-6 must be completed to separate Party activites from Corporation activities and assure Georgia Republicans that Party activities are run fairly, properly and according to the law.

Sincerely,

Hank Sullivan