Part 5- The Case Against Josh McKoon- NDA Sent to Statewide Candidates Against GRP, Inc. Rules, Invalid

Candidates Should Demand Delegate List Without Delay

Introduction

In the case I will present below, in my arguments I will use the McKoon regime’s own “Rules of the Georgia Republican Party, Inc.” to illustrate my points. But please understand, I am not validating those rules as rules of a Title 21 Georgia political party. Obviously they are not. The rules I reference are those of a Title 14 corporation, however masqueraded by McKoon and others as a political party, those involved in the subterfuge using various forms of political stagecraft to do so, including a massive gaslighting effort geared toward the statewide Republican faithful. Regardless of any of that, as you read I will show you that even under their own bastardized corporate rules, the NDA recently foisted upon Republican candidates for statewide offices, the signing of which has been presented as a requirement for them to receive a vital delegates list, is not authorized and is therefore invalid. And I will also demonstrate how it is that according to the McKoon regime’s own rules, the GAGOP IS REQUIRED TO FURNISH THE LIST OF DELEGATES at candidate request, without qualification. Failing to do so would be against the rules ostensibly responsible for authorizing the Dalton Republican Convention. I therefore urge each candidate, to band together if necessary, and DEMAND to received that list with no further delay.

NDA Sent to Candidates for Statewide Office Violates GRP, Inc. Rules

Thankfully, candidates for statewide office in the “Georgia Republican Party,” whatever that term even means at this point, have largely rejected a 9-page Non-Disclosure Agreement (NDA) recently received by them from an individual identified in the email as...

Karen Hentschel Accounting Director Georgia Republican Party, Inc.

Apparently, Ms. Hentschel emailed it to one recipient, Josh McKoon, and blind copied each of the other candidates for statewide office:

Blind Copied Recipient’s name redacted

I point to the manner in which the NDA arrived for a reason. First of all, notice who authored the email. It was authored by the GRP, Inc. Accounting Director, no one else. Below is a screenshot of the message I understand Accounting Director Hentschel sent to each candidate for statewide office:

Now, the term “author” is the root of the term, “authority.” An author is the authority over what he or she writes unless he or she attributes the contents of that communication to another source of authority. Because there is no other source of authority referenced in the email, in it we see only the evidence that Ms. Hentschel authored and sent that email on her own, presumed authority. When you are dealing with an organization ostensibly running by a set of rules, that is an important point to understand.

Next, ask yourself, where in the rules of the GRP, Inc. do they provide authority for an unelected accounting director to decide upon herself to conceive, formulate, draft and promulgate a specific set of requirements, represented by each of the stipulations in the proposed NDA agreement as attached, and to which candidates for statewide office must ostensibly agree, in order to receive anything whatsoever, much less to receive a specific list of delegate names? They don’t. There are no provisions in the GRP, Inc. rules that would allow the accounting director to do any of that. Yet, if you thoroughly inspect the only evidence we have, the email itself, that is what it indicates occurred.

Therefore, without the authority from the organization’s rules, according to the most basic parliamentary principles, for the accounting director to possess the authority to do what the available evidence suggests Ms. Hentschel did, she must have received authority from some person or persons who, according to the organization’s rules, possess sufficient authority to empower her to execute the policy having to do with emailing the NDA. Doing so without authority would thus be against the rules of GRP, Inc., the NDA as a result being null and void. And as that is obviously the case, I could stop right here, my case proven beyond any rational opposing argument.

But, I will not stop there. That is because I expect many readers are thinking to themselves, “Well, of course, Hank, Josh McKoon, chairman of the party, authorized Ms. Hentschel to send out the email.” My answer to them is that, I agree with you, sort of. I agree that Josh McKoon likely did INSTRUCT Ms. Hentschel to send the email under consideration. But here is the problem. Even Josh McKoon, regardless the title you attach to him under GRP, Inc. rules, would not possess the organizational authority necessary to AUTHORIZE Ms. Hentschel to send out that email either. Have you ever wondered what powers under the rules the Chairman of GRP, Inc. actually possesses on his own, without receiving duly-constituted authority from a higher source?

The answer is, not much. According to the GRP, Inc. rules which you can find on the gagop.org website, Josh McKoon, operating as Chairman of GRP, Inc., has very little inherent, residual organizational “authority.” McKoon only has “duties” to perform. According to the GRP, Inc. rules:

5.1 DUTIES OF THE STATE CHAIRMAN

“The State Chairman shall be the Chief Executive Officer, chairman of the State Committee, chairman of the State Executive Committee and spokesman of the GRP and shall perform the duties required by these Rules, the State Convention, the State Committee, and the State Executive Committee.”

Thus, except for certain emergency or minor contingent powers referenced further down under the Chairman’s duties, Chairman McKoon possesses only the authority to do as he is:

1. Required by the rules;

2. Required by the State Convention;

3. Required by the State Committee; or

4. Required by the State Executive Committee.

Under GRP, Inc. rules, the Chairman is the Chief EXECUTIVE officer. The Chairman, however, does not DECIDE policy. He only EXECUTES policy as “required” by one or all four of those bodies. Those bodies DECIDE policy using proper parliamentary procedures. The Chairman EXECUTES the policy those bodies DECIDE and which they AUTHORIZE THROUGH A PROPER RESOLUTION. So let’s take those bodies one-by-one and investigate whether Chairman McKoon received the requisite authority, from any of those bodies, perhaps formed into a resolution, “requiring” him to transmit that specific NDA document, as received by statewide Republican candidates, a task which in this case he would have obviously delegated to Ms. Hentschel, the source of authority for which she may have simply forgotten to reference. If he did not receive sufficient authority, the NDA would be invalid.

Does Rule 9.10(E) Authorize the NDA?

The first place to look for Chairman McKoon’s authority for the NDA would be to check the rule referenced in Ms. Hentschel’s email.

Quoting the NDA itself:

“Rule 9.10(E) of the Rules of the Georgia Republican Party provides: “Any elector offering as a candidate for the position as a Party Officer or National Convention Delegate or Alternate shall be entitled to access on an equitable basis to the lists of the names, addresses, telephone numbers and email addresses, if provided, of Delegates and Alternates who are certified to vote in the elections for these positions.”

The NDA continues:

“In accordance with Rule 9.10(E), Recipient’s request, and Recipient’s agreement to all of the terms and conditions below, the GAGOP hereby releases the current list of Delegates and Alternates to the GAGOP State Convention.”

You see, that second paragraph is the one in which the author of the NDA slipped ecstasy into your drink. I say that because the second clause, “Recipient’s request, and Recipient’s agreement to all of the terms and conditions below,” is NOT in accordance with Rule 9.10(E). Nowhere in Rule 9.10(E) are the terms and conditions listed in Ms. Hentschel’s NDA made part of the actual rule. If Ms. Hentschel’s NDA cites a rule as her source of authority, that NDA can only use that rule as far as that rule stipulates. Does Rule 9.10(E) stipulate those 9 pages of requirements to which all candidate’s must agree in order to receive the delegate list? No. Whoever wrote the NDA agreement MADE ALL THAT UP, but then pointed at Rule 9.10(E) as their source of authority. They knew you wouldn’t read it. The author of the agreement performed a magician’s illusion and everyone believed it to be real. It wasn’t.

To better illustrate the point, let’s just assume Ms. Hentschel’s NDA required candidates to “jump up and down, turn all around and do the Hokey Pokey,” and then pointed at Rule 9.10(E) as its source of authority. To receive the list of delegates, would candidates really have to do all that? No, not anymore than they have to agree to anything else written in the attached document that is not part of the Rule 9.10(E). Nothing written as a requirement under Ms. Hentschel’s NDA is authorized in Rule, 9.10(E). Again, if the McKoon regime is going to use a rule as a source of authority for a particular policy, they may use that rule only as far as the rule actually stipulates. They may not extrapolate the rule, thus creating a brand new rule on their own, and use that product to in essence make the original rule “jump back-flips” and say anything they want it to mean. No, they cannot do any of that under the rules. But, that is apparently what they did, and everyone believed it, well, perhaps until now.

Did the State Convention Authorize the NDA?

But, just because the terms of Ms. Hentschel’s NDA are demonstrably NOT “in accordance with Rule 9.10(E),” to be 100 percent assured that the accounting director’s NDA might not have been authorized through some other source she may have forgotten to identify, the next place we must look would be to investigate whether the 2024 State Convention (#2 in the list above) authorized that specific NDA, authored as it is, to be sent to candidates in exchange for the delegate list. The prospective authority to do so would have been in the form of a resolution, duly proposed while the convention was in session, seconded, discussed and passed before adjourning. Did that happen? I can tell you, I was there and it didn’t happen.

Did the State Committee or the State Executive Committee Authorize the NDA?

That brings us to a third of four possible levels of authority for Ms. Hentschel’s NDA to be binding on statewide candidates, the level of the State Committee.

According to GRP, Inc. Rule 2.1:

“While in session, the State Committee shall be the governing body (except while the State Convention of the GRP is in session) of the GRP. While in session, the State Committee shall be vested with all the duties, power, and privileges possessed by the State Convention and the State Executive Committee. The State Committee, while in session, shall act for the GRP.”

What you just read is the reason that the second authorizing body, beyond the basic body of rules, is the “State Convention.” And it is also the reason the third body in the hierarchy listed above is the “State Committee.” Accordingly, during times that the State Convention is in session, the convention shall be the governing body of the GRP. When the State Convention is not in session, but the State Committee IS in session, the State Committee is the governing body and “shall act for the GRP.” Effectively, when any of these bodies are in session, for all practical purposes, THEY ARE THE GRP. Whatever they duly enact, is what the GRP duly enacts.

But, when neither the State Convention, nor the State Committee are in session, Rule 3.1 authorizes the State Executive Committee with the following passage:

3.1 AUTHORITY

“The State Executive Committee shall have the duty, responsibility, power, and authority to conduct the affairs of the GRP between meetings of the State Committee and between State Conventions, including without limitation exercising statewide jurisdiction and control over party affairs.”

So, be aware that according to GRP Inc. rules, any of those three bodies above, while they might be in session, “act for the GRP.” Importantly, however, no rule blanketly empowers Chairman Josh McKoon to “act for the GRP.” Any, or all of those bodies I listed, while in session, therefore could have used the parliamentary processes available to them, to draft a resolution authorizing Ms. Hentschel’s NDA to become an enforceable policy, and through that same process authorize the Chairman, or even Ms. Hentschel herself if they so chose, to EXECUTE the policy. But also understand, unless one of those bodies actually did as I describe, neither Ms. Hentschel, nor even the chief executive officer, Chairman Josh McKoon, would possess sufficient authority to promulgate an enforceable policy requiring statewide candidates to sign such an agreement in order to receive the referenced delegate list.

That being the case, our question further becomes whether either the State Committee or the State Executive Committee duly enacted a resolution authorizing that specific NDA agreement to be sent out to the statewide candidates. The obvious answer is NO, because if either committee had duly enacted such an empowering resolution while “in session,” the NDA would have had to invoke that specific authority, enacted by that specific body, as its source of authority. But, it does not. Instead, the NDA only invokes certain authority it receives from GRP, Inc. Rule 9.10(E). And as a double check that neither the State Committee, nor the State Executive Committee could have enacted such a resolution, last week we heard the incumbent party Treasurer, Laurie McClain, confirm during an online interview, that neither of those bodies has been duly called into session for many months, approaching a year.

So, finally, our last question becomes, of those four possible sources of authority for Chairman McKoon to have been empowered to instruct Ms. Hentschel to transmit the NDA to statewide candidates to receive the delegate list, which among them remains a possibility?

Answer: None of the above. We just disqualified all possible ways Josh McKoon, or his accounting director, could have been authorized to require candidates to sign that NDA to receive the delegate lists. According to the GRP Inc. rules, there are no other possibilities.

Knowing what we now know, let’s examine Section 9.10(E) another time:

“Any person offering as a candidate for the position as a party officer, state committee member, or National Convention Delegate or Alternate shall be entitled to access on an equitable basis, subject [to] signing a terms of use agreement, to the lists of the names, addresses, telephone numbers and email addresses (if provided) of Delegates and Alternates who are eligible to vote in the election in which such candidate is seeking office.”

Now, let’s make sure we parse this out properly. What does “subject to signing a terms of use agreement” mean? Well, according to Brittanica Dictionary, ”subject to” means “affected by or possibly affected by (something).”

Substituting the dictionary definition for the term, we get:

“Any person offering as a candidate for the position as a party officer, state committee member, or National Convention Delegate or Alternate shall be entitled to access on an equitable basis, “affected by or possibly affected by a terms of use agreement,” to the lists of the names, addresses, telephone numbers and email addresses (if provided) of Delegates and Alternates who are eligible to vote in the election in which such candidate is seeking office.”

And thus, because there is no approved terms-of-use agreement authorized by the rules, and because neither the State Committee nor the State Executive Committee drafted such an agreement and duly passed a resolution empowering the Chairman to incorporate signing it as a requirement for candidates to receive the list of convention delegates, all should agree that there is no terms-of-use agreement that can “possibly affect” the rights of candidates for statewide office to receive the delegates list. Given that information, and deleting any extraneous verbiage from the rule, Rule 9.1(E) effectively becomes the following:

“Any person offering as a candidate for the position as a party officer, state committee member, or National Convention Delegate or Alternate shall be entitled access on an equitable basis, to the lists of the names, addresses, telephone numbers and email addresses (if provided) of Delegates and Alternates who are eligible to vote in the election in which such candidate is seeking office.”

Because there is no duly-empowered authority remaining that could require the candidates to sign Ms. Hentschel’s NDA, either by a rule, or by a duly-enacted resolution of an empowered committee while in session, any document ostensibly requiring candidate agreement in order to receive a delegate list would be in parliamentary terms, “out of order.” In other words, the NDA is not in accordance with the rules it references and is not valid by any other source of organizational authority.

Now, does Ms. Hentschel know any of what I just shared with you? I have no idea. I expect that in sending out that NDA, Ms. Hentschel likely did what she was directed by Josh McKoon to do, expecting that everything was perfectly according to the rules.

I cannot, however, say the same for Chairman McKoon and whoever actually wrote the NDA, most likely GRP, Inc. General Counsel Alex Kaufman. Certainly, someone in position to create this 9-page recipe of personal financial destruction of the statewide candidates knew that what they were doing was not in accordance with GRP Inc. rules.

And in my experience, observing the Josh McKoon GRP, Inc. at work as long as I have, what I witness in the circumstances I describe above, is yet another instance of the party chairman violating the rules, and violating the will of Republicans all across Georgia, who are only looking for honesty out of their elected party representation. And that is why, if Josh McKoon does not resign before the Dalton convention, the convention must send a message to all Republicans statewide, that they will no longer endure Josh McKoon’s brand of tyranny from their elected party officials, and retire the Chairman from service.

NDA Is an Egregious Contract

Finally, candidates for statewide election should realize, the NDA sent by Ms. Hentschel to their inboxes is not just a simple obligation. It is structured as a contract between two parties, each agreeing candidate signing as one of those parties, and a representative for GAGOP/GRP., Inc. signing as the other. Here is the signature page:

That the document is structured as a contract could very well be to the purpose of entrapping the signers, and creating a “contract right” for GAGOP to pursue liquidated damages in the amount of $25,000, an amount applicable to each name on the list, and each time a name is ostensibly used outside of the permitted uses of the contract, never minding, of course, that any real damage would only be to those parties represented by the names on the list, and not the GAGOP. And it also appears to be set up that way so that GAGOP could frivolously drag certain candidates into court, bankrupting them with legal expenses, and making their lives miserable, even if they did nothing wrong.

Does Josh McKoon Have to Sign the NDA?

Now supposedly, candidate Josh McKoon must sign the NDA document as a receiving party, just like any other candidate, to receive the list of delegates to help in his campaign for reelection. But if that is the case, who, if it is not also Chairman Josh McKoon, would be signing this contract for GAGOP? Notice there is no name indicated in the GAGOP portion of the signature block. Keep in mind, these contracts were never authorized by the State Executive Committee or any other body of authority in GRP, Inc. The State Executive Committee had nothing to do with any of this. Thus, none of them would be able to sign this contract. Apparently, Chairman McKoon is on his own with this, and he even appears to be trying to insulate himself by instructing Ms. Hentschel put her name on the transmitting email. Practically speaking, however, at least the way I see things, only McKoon, or Kaufman would even have the nerve to sign these contracts. But, whether Josh McKoon would sign for GAGOP as its Chairman, or whether Alex Kaufman would sign as the GAGOP General Counsel representing McKoon, it is all the same thing. There is no difference.

So, get this. In the case of Josh McKoon the candidate, should he desire the delegates list, according to Ms. Hentschel’s email to him, he would have to sign a contract with Josh McKoon the Chairman of GAGOP. Should Josh McKoon the candidate, violate the NDA he signed with Josh McKoon the GAGOP Chairman, it would be Josh McKoon the Chairman, authorizing Alex Kaufman the GAGOP General Counsel, to sue Josh McKoon the candidate, for liquidated damages for misusing the the delegates list that both Josh McKoon the Chairman, and Josh McKoon the candidate, have arguably already misused, sending out the following mailer, likely costing tens of thousands of GAGOP dollars aiding the McKoon campaign, bulk mailing them across Georgia to a superset of the same delegates list, ensuring that every prospective delegate receives it, advertising the amazing work of Chairman Josh McKoon.

Campaign Mailer for Chairman Josh McKoon, Couched as an Update, Sent Across Georgia to a List Comprising a Superset of the Delegates to the Dalton Convention, Paid with GRP, Inc. Funds, Within 90 Days of the Convention

And so, I’ll just stop here. This one likely gave us all a headache. But be looking for Part-6, The Case Against Josh McKoon, in which we will explore how last year, this same Josh McKoon, using his position as Chairman, broke every applicable GRP, Inc. rule in his effort to remove the 1st Vice Chairman, Brian Pritchard, from his duly-elected office on the State Executive Committee. Now, if Josh McKoon failed to abide by the rules in removing the 1st Vice Chairman, think about what that means concerning who still occupies that seat.

Below, please find and share links to the first four Substacks in the Case Against Josh McKoon series:

The Case Against Josh McKoon - Part 1

The Case Against Josh McKoon - Part 2

The Case Against Josh McKoon - Part 3

The Case Against Josh McKoon - Part 4