PART 2: Should the Ohio Republican State Central Committee Act Post Haste in Investigating Chairman Alexander Triantafilou?
Safeguarding Integrity: A Call for Accountability Amid Very Suspicious Activities that Resemble Interstate Money Laundering that Demand an Investigation.
A Call for Integrity
In Ohio, a political party’s state central committee that is acting as a board of directors for the party (controlling committee) can potentially be held personally liable for theft by misappropriation if they fail to exhibit reasonable due diligence in auditing their financial books or investigating claims or accusations of misappropriation. This liability generally arises under the concept of breach of fiduciary duty, which includes duties of care, loyalty, and good faith.
State Central Committee members are expected to act in the best interests of the party and its donors. If they fail to conduct proper oversight or ignore red flags regarding financial misappropriation, they could be considered negligent. This negligence can expose them to personal liability if it results in harm to the party or its shareholders.
However, proving such liability requires demonstrating that the directors' lack of action directly led to the misappropriation and that they failed to act as reasonably prudent persons in similar circumstances would have. Ohio law, like the laws in many other states, generally provides some protections for directors under the business judgment rule, which gives directors discretion in their decision-making, as long as it is done in good faith and with reasonable care.
If the responsible State Central Committee Member(s) or other party (e.g. group of donors to the Ohio Republican Party) believes there has been a breach of fiduciary duty, they may bring a derivative lawsuit on behalf of the party against the negligent State Central Committee Members. In such a case, the courts would examine whether the directors acted with the requisite level of care and diligence expected under their fiduciary duties.
What is at Issue?
Before the Ohio Republican State Central Committee is a matter of utmost importance—a matter that, if left unexamined, could have far-reaching consequences for the Republican party, the party’s integrity, and the State Central Committee’s members, individually, of personal standing as stewards of the Ohio Republican Party. It’s understood the loyalty many members of the Central Committee feel towards Chairman Alexander Triantafilou, and loyalty is indeed a virtue we should cherish. However, the members of the State Central Committee highest loyalty must be to the principles of transparency, accountability, and the rule of law that underpin our Republican party.
We are confronted with self-evident recognition of suspicious activities that cannot be ignored and that cast a shadow over the party’s financial dealings and, by extension, the Republican Party’s credibility. The donations from John David Kelsey, the subsequent transactions involving the Connecticut Republican Party, and the absence of clear and proper authorizations for these extraordinary expenditures raise serious questions about potential misconduct and potential felonious activity. The perception of misconduct demands answers not just for the sake of clarity, but to safeguard the collective reputation of the Republican Party and to protect the party and committee members from any legal ramifications.
Imagine for a moment that the perception of wrongdoings were left unanswered and unexplored by the party. The perception alone would more than damage the party’s standing and invite scrutiny and distrust from Republicans and the public. The potential for a breach of fiduciary duty lawsuit is not merely hypothetical; it is a real threat that could implicate each Central Committee member personally. Please remember that members of this committee have a fiduciary responsibility to act in the best interest of the party and its donors.
To navigate this precarious situation with wisdom and integrity, I recommend the formation of an independent investigatory committee be created outside the confines of the Party. I’d recommend a balanced team including Attorney Josh Brown, Attorney Randy Law, Treasurer Diane Redden, Assistant Treasurer Gary James, Jessica Franz, Joe Miller, Shannon Burns, Fred Vogel, Carrie Masterson, Shelby Hunt, Keith Cheney, Tony Schroeder, Michelle Schneider, Nan Baker, Carolee Upshur, and Arthur McGuire to come together to comprise this investigatory committee.
Why this composition? Because it reflects a cross-section of the Republican State Central Committee, old members and new members, male and female, establishment and non-establishment, conservative and centrists, ensuring that the investigation is neither biased nor superficial. We need a team that can bring diverse perspectives and expertise to bear on these issues, not one stacked with supporters of any single individual. The goal is to uncover the truth, wherever it may lead, and to do so in a manner that upholds the highest standards of our party.
The Party’s poorly constructed bylaws do not allow for the formation of an independent committee free from the Chairman’s potential manipulation. As a result the committee must be formed outside of the bylaws of the Central Committee.
This investigatory committee should be empowered to delve into any potential wrongdoing, abuse of power, unethical behavior, and criminal activity. It would operate independently and with full authority to review all pertinent documents and party finances and conduct interviews as necessary. By doing this, the party can ensure that the investigation is thorough and credible.
The report and recommendations of this committee would be presented to the Ohio Republican State Central Committee no later than August 15th. This timeline ensures that the party acts swiftly and carefully, balancing the need for due diligence with the urgency of the matter at hand.
This investigation is not a sign of disloyalty or division. Rather, it is a testament to the commitment to integrity and accountability. It is a proactive measure designed to protect each member of the Central Committee from personal liability and to reaffirm the trust placed in the members of the Central Committee by their constituents. With Central Committee members endorsing an investigation, they demonstrate their dedication to the principles that define our party and their resolve to uphold them in all circumstances.
The party must confront the appearance of impropriety not with fear or favoritism, but with a steadfast commitment to the truth. Only then can the party emerge stronger, with its integrity intact and its heads held high.
We must answer “Did Ohio Republican State Central Committee Chairman Alexander Michael Triantafilou engage in willful dishonesty, fraud, deceit, or misrepresentation?”
I understand that some members may have concerns about the timing of an investigation, given that we are in the midst of a crucial presidential election year. The fear of potential disruption and turmoil is valid, but I assure you, it is not insurmountable. Our party is more than capable of handling multiple priorities simultaneously. Let me address these concerns head-on.
Balancing Priorities:
First and foremost, our party has a seasoned and competent CEO in Cameron Sagester. His leadership ensures that our day-to-day operations and campaign strategies remain robust and effective, irrespective of any internal investigations. Cameron's experience and dedication to our party’s success mean that our campaigning efforts will not miss a beat, even if the Chairman is temporarily or permanently removed.
Timing and Efficiency:
The proposed timeline for the investigation is carefully considered. The aim would be to complete the process by mid-August, well before the election season intensifies in mid-September. This window allows the party to conduct a thorough and comprehensive investigation without interfering with the peak period of our campaign activities. By addressing these issues promptly, the party can ensure that it is not distracted when our full focus needs to be on winning the election.
Demonstrating Due Diligence:
Another critical reason to act now is the matter of due diligence. Postponing an investigation until after the election can be perceived as a lack of accountability and responsibility. If the party waits too long, it risks giving the impression that the party is sweeping the issues under the rug or that the party is indifferent to potential misconduct within our ranks. Such perceptions can be far more damaging to the party’s reputation and electoral prospects than the investigation itself.
Reassuring Stability:
The Republican party's strength lies in its resilience and ability to uphold high standards of integrity. Conducting this investigation now reinforces the party’s commitment to these principles. It sends a clear message to registered Republicans, donors, and the public that we are dedicated to transparency and ethical conduct. This proactive stance will strengthen the party’s position and credibility, ultimately benefiting the party.
Let us move forward with confidence, knowing that this investigation is a necessary step to protect our party’s future and integrity.
The Assertion
The Ohio Republican State Central Committee ("the Committee") must maintain high ethical standards and adhere to the laws and bylaws governing its operations to protect the party and its members from liability. The Committee has a fiduciary duty to ensure that all financial transactions are conducted with transparency and integrity. Failure to do so can expose the Committee and its members to significant legal risks, including potential breaches of fiduciary duty. The following argument outlines the reasons for the removal of Chairman Alexander Triantafilou to shield the Committee from such risks.
Material Facts
Donations by Connecticut Resident John David Kelsey:
On November 11th, 2023, John David Kelsey made a $30,000 donation to the Ohio Republican Party.
On November 24th, 2023, John David Kelsey made an additional $10,000 donation to the Ohio Republican Party.
Kelsey has no history of making such significant donations to the Ohio Republican Party.
Donation to the Connecticut Republican Party:
On October 28th, 2023, the Ohio Republican State Central and Executive Committee made an extraordinary $35,000 donation to the Connecticut Republican Party.
Connecticut law caps individual contributions to state parties at $10,000 per year.
The Ohio Republican Party has no history of making such significant donations to the Connecticut Republican Party
Lack of Committee Approval:
Multiple Committee members confirmed that they were unaware of and did not approve the $35,000 donation to the Connecticut Republican Party.
Article III Section 7 of the Committee's bylaws prohibits unauthorized expenditures that are not necessary, within budget, or specified in a properly adopted resolution.
Misappropriation and Misconduct:
The $35,000 donation is not recorded in the Ohio Secretary of State’s data but is found within Federal Election Commission data. Potentially signifying an attempt to hide the expenditure.
This suggests potential misappropriation, an attempt to conceal the misappropriation from Central Committee members, of funds and a violation of circumventing Connecticut's campaign finance laws.
Legal Framework
Ohio Rules of Professional Conduct:
The Ohio Rules of Professional Conduct for Lawyers and Attorneys practicing in Ohio - effective, April 15th, 2024, states in the preamble paragraph (3) - “....there are rules that apply to lawyers who are not active in the practice of law or to practicing lawyers even when they are acting in a nonprofessional capacity. For example, a lawyer who commits fraud in the conduct of a business is subject to discipline for engaging in conduct involving dishonesty, fraud, deceit, or misrepresentation.”
Furthermore, the Ohio Rules of Professional Conduct state:
RULE 8.4: MISCONDUCT
(a) violate or attempt to violate the Ohio Rules of Professional Conduct, knowingly assist or induce another to do so, or do so through the acts of another;
(b) commit an illegal act that reflects adversely on the lawyer’s honesty or trustworthiness;
(c) engage in conduct involving dishonesty, fraud, deceit, or misrepresentation;
Ohio Rules of Professional Responsibility:
CANNON 1 EC 1-5
A lawyer should maintain high standards of professional conduct and should encourage fellow lawyers to do likewise. He should be temperate and dignified, and he should refrain from all illegal and morally reprehensible conduct. Because of his position in society, even minor violations of law by a lawyer may tend to lessen public confidence in the legal profession. Obedience to law exemplifies respect for law. To lawyers especially, respect for the law should be more than a platitude.
CANON 9 EC 9-2 Public confidence in law and lawyers may be eroded by irresponsible or improper conduct of a lawyer. On occasion, ethical conduct of a lawyer may appear to laymen to be unethical. In order to avoid misunderstandings and hence to maintain confidence, a lawyer should fully and promptly inform his client of material developments in the matters being handled for the client. While a lawyer should guard against otherwise proper conduct that has a tendency to diminish public confidence in the legal system or in the legal profession his duty to clients or to the public should never be subordinate merely because the full discharge of his obligation may be misunderstood or may tend to subject him or the legal profession to criticism. When explicit ethical guidance does not exist, a lawyer should determine his conduct by acting in a manner that promotes public confidence in the integrity and efficiency of the legal system and the legal profession
CANON 9 EC 9-6 Every lawyer owes a solemn duty to uphold the integrity and honor of his profession; to encourage respect for the law and for the courts and the judges thereof; to observe the Code of Professional Responsibility; to act as a member of a learned profession, one dedicated to public service; to cooperate with his brother lawyers in supporting the organized bar through the devoting of his time, efforts, and financial support as his professional standing and ability reasonably permit; to conduct himself so as to reflect credit on the legal profession and to inspire the confidence, respect, and trust of his clients and of the public; and to strive to avoid not only professional impropriety but also the appearance of impropriety.
Ohio Law on Prohibited Activities (Section 1315.55):
SECTION 1315.55 | ADDITIONAL PROHIBITED ACTIVITIES
(2) No person shall conduct or attempt to conduct a transaction knowing that the property involved in the transaction is the proceeds of some form of unlawful activity with the intent to conceal or disguise the nature, location, source, ownership, or control of the property or the intent to avoid a transaction reporting requirement under section 1315.53 of the Revised Code or federal law.
(C) Whoever violates division (A) of section 1315.55 of the Revised Code is guilty of money laundering. A violation of division (A)(1), (2), (3), (4), or (5) of that section is a felony of the third degree, and, in addition, the court may impose a fine of seven thousand five hundred dollars or twice the value of the property involved, whichever is greater.
Connecticut Law
SEC. 9-622 ILLEGAL PRACTICES - The following persons shall be guilty of illegal practices and shall be punished in accordance with the provisions of section 9-623:
(7) Any person who, directly or indirectly, individually or through another person, makes a payment or promise of payment to a treasurer in a name other than the person's own, and any treasurer who knowingly receives a payment or promise of payment, or enters or causes the same to be entered in the person's accounts in any other name than that of the person by whom such payment or promise of payment is made;
SEC. 9-623 PENALTIES. (a) Any person who knowingly and wilfully violates any provision of this chapter shall be guilty of a class D felony.
Assertions
Breach of Fiduciary Duty:
The Committee, acting as a board of directors, has a fiduciary duty to act in the best interests of the party and its donors.
By failing to investigate and oversee financial transactions, Chairman Triantafilou breached this duty, exposing the Committee to potential legal liabilities.
Violation of Professional Conduct:
Chairman Triantafilou’s actions constitute misconduct involving dishonesty, fraud, and misrepresentation as defined by Rule 8.4.
His actions undermine public confidence in the legal profession and the Ohio Republican Party, violating the principles set forth in the Ohio Rules of Professional Responsibility.
Potential Legal Consequences:
The unauthorized $35,000 donation to the Connecticut Republican Party violates Connecticut's maximum contribution law and suggests a conspiracy to circumvent campaign finance laws.
Such actions expose the Committee and its members to potential felony charges under Ohio law (Section 1315.99) for money laundering.
Conclusion
Given the material facts, legal framework, and assertions, it is evident that Chairman Alexander Triantafilou's actions have jeopardized the integrity of the Ohio Republican State Central and Executive Committee. To shield the Committee from potential breach of fiduciary duty lawsuits and restore public confidence, it is imperative that the State Central Committee act to suspend Chairman Triantafilou’s ability to make expenditures pending the outcome of the investigation. The Committee must act decisively to uphold its fiduciary duties and adhere to the highest standards of ethical conduct.
Getting paid by the word count- please scale it down
Thank you for a thorough explanation so the layperson can understand. Many times we know when wrong is committed but do not fully understand the applied statutes. I am very disappointed in many of the self serving actions of the Ohio Republican Party and want to see it cleaned up so trust can be restored. It is time. Too much is at stake.