[House Report 105-1]
[From the U.S. Government Publishing Office]



                                                   House Calendar No. 1
105th Congress                                                   Report
                        HOUSE OF REPRESENTATIVES

 1st Session                                                      105-1
_______________________________________________________________________


 
     IN THE MATTER OF REPRESENTATIVE NEWT GINGRICH--pages 1 to 128


                               ----------                              

                              R E P O R T

                                 of the

                       SELECT COMMITTEE ON ETHICS




  January 17, 1997.--Referred to the House Calendar and ordered to be 
                                printed



              IN THE MATTER OF REPRESENTATIVE NEWT GINGRICH



                                                   House Calendar No. 1
105th Congress                                                   Report
                        HOUSE OF REPRESENTATIVES

 1st Session                                                      105-1
_______________________________________________________________________



                            IN THE MATTER OF
                      REPRESENTATIVE NEWT GINGRICH

                               __________

                              R E P O R T

                                 of the

                       SELECT COMMITTEE ON ETHICS




  January 17, 1997.--Referred to the House Calendar and ordered to be 
                                printed


                         LETTER OF TRANSMITTAL

                              ----------                              

                             Congress of the United States,
                                  Washington, DC, January 17, 1997.
Hon. Robin Carle,
Clerk, House of Representatives,
Washington, DC.
    Dear Madam Clerk: Pursuant to clause 4(e)(3) of Rule 10, 
and by direction of the Select Committee on Ethics, I herewith 
submit the attached report, ``In the Matter of Representative 
Newt Gingrich.''
            Sincerely,
                                          Nancy L. Johnson,
                                                          Chairman.


                            C O N T E N T S

                              ----------                              
                                                                   Page
  I. Introduction.....................................................1
        A. Procedural Background.................................     1
        B. Investigative Process.................................     3
        C. Summary of the Subcommittee's Factual Findings........     4
            1. AOW/ACTV..........................................     4
            2. Renewing American Civilization....................     5
            3. Failure to Seek Legal Advice......................     7
            4. Mr. Gingrich's Statements to the Committee........     8
        D. Statement of Alleged Violation........................     9
 II. Summary of Facts Pertaining to American Citizens Television......9
        A. GOPAC.................................................     9
        B. American Opportunities Workshop/American Citizens 
            Television...........................................    11
            1. Background........................................    11
            2. Planning and Purpose for AOW/ACTV.................    13
            3. Letters Describing Partisan, Political Nature of 
                AOW/ACTV.........................................    16
            4. AOW/ACTV in Mr. Gingrich's Congressional District.    18
            5. GOPAC's Connection to ALOF and ACTV...............    19
            6. GOPAC Funding of ALOF and ACTV....................    20
III. Summary of Facts Pertaining to ``Renewing American Civilization'22
        A. Genesis of the Renewing American Civilization Movement 
            and Course...........................................    22
        B. Role of the Course in the Movement....................    24
        C. GOPAC and Renewing American Civilization..............    30
            1. GOPAC's Adoption of the Renewing American 
                Civilization Theme...............................    30
            2. GOPAC'S Inability To Fund Its Political Projects 
                in 1992 and 1993.................................    31
            3. GOPAC's Involvement in the Development, Funding, 
                and Management of the Renewing American 
                Civilization Course..............................    32
                a. GOPAC Personnel...............................    32
                b. Involvement of GOPAC Charter Members in Course 
                    Design.......................................    35
                c. Letters sent by GOPAC.........................    35
        D. ``Replacing the Welfare State with an Opportunity 
            Society'' as a Political Tool........................    38
        E. Renewing American Civilization House Working Group....    44
        F. Marketing of the Course...............................    46
        G. Kennesaw State College's Role in the Course...........    51
        H. Reinhardt College's Role in the Course................    53
        I. End of Renewing American Civilization Course..........    55
 IV. Ethics Committee Approval of Course.............................55
  V. Legal Advice Sought and Received................................58
 VI. Summary of the Report of the Subcommittee's Expert..............63
        A. Introduction..........................................    63
        B. Qualifications of the Subcommittee's Expert...........    63
        C. Summary of the Expert's Conclusions...................    64
            1. The American Citizens Television Program..........    65
                a. Private Benefit Prohibition...................    65
                b. Campaign Intervention Prohibition.............    66
            2. The Renewing American Civilization Course.........    67
                a. Private Benefit Prohibition...................    67
                b. Campaign Intervention Prohibition.............    69
        D. Advice Ms. Roady Would Have Given.....................    70
VII. Summary of Conclusions of Mr. Gingrich's Tax Counsel............70
        A. Introduction..........................................    70
        B. Qualifications of Mr. Gingrich's Tax Counsel..........    70
        C. Summary of Conclusions of Mr. Gingrich's Tax Counsel..    71
            1. Private Benefit Prohibition.......................    72
            2. Campaign Intervention Prohibition.................    75
        D. Advice Mr. Holden Would Have Given....................    76
VIII.Summary of Facts Pertaining to Statements Made to the Committee.77

        A. Background............................................    77
        B. Statements Made by Mr. Gingrich to the Committee, 
            Directly or Through Counsel..........................    78
            1. Mr. Gingrich's December 8, 1994 Letter to the 
                Committee........................................    78
            2. March 27, 1995 Letter of Mr. Gingrich's Attorney 
                to the Committee.................................    79
        C. Subcommittee's Inquiry Into Statements Made to the 
            Committee............................................    80
        D. Creation of the December 8, 1994 and March 27, 1995 
            Letters..............................................    81
            1. Creation of the December 8, 1994 Letter...........    82
            2. Bases for Statements in the December 8, 1994 
                Letter...........................................    85
            3. Creation of the March 27, 1995 Letter.............    87
            4. Bases for Statements in the March 27, 1995 Letter.    89
 IX. Analysis and Conclusion.........................................89
        A. Tax Issues............................................    89
        B. Statements Made to the Committee......................    90
        C. Statement of Alleged Violation........................    91
            1. Deliberations on the Tax Counts...................    92
            2. Deliberations Concerning the Letters..............    92
            3. Discussions with Mr. Gingrich's Counsel and 
                Recommended Sanctions............................    93
        D. Post-December 21, 1996 Activity.......................    96
  X. Summary of Facts Pertaining to Use of Unofficial Resources......96
 XI. Availability of Documents to Internal Revenue Service...........97
Appendix.........................................................    99

                           Index to Appendix
 Summary of Law Pertaining to Organizations Exempt From Federal Income 
        Tax Under Section 501(c)(3) of the Internal Revenue Code

A. Introduction..................................................    99
B. The Organizational Test and the Operational Test..............    99
    1. Organizational Test.......................................    99
    2. Operational Test..........................................   100
        a. ``Educational'' Organizations May Qualify for 
            Exemption Under Section 501(c)(3)....................   101
        b. To Satisfy the Operational Test, an Organization Must 
            Not Violate the ``Private Benefit'' Prohibition......   102
        c. To Satisfy the Operational Test, an Organization Must 
            Not Be an ``Action'' Organization....................   110
            (i) If an Organization Participates in a Political 
                Campaign, It Is an Action Organization Not 
                Entitled to Exemption Under Section 501(c)(3)....   110
                (a) The Prohibition is ``Absolute''..............   113
                (b) Section 501(c)(3) Organizations May Not 
                    Establish or Support a PAC...................   115
                (c) ``Express Advocacy'' Is Not Required, and 
                    Issue Advocacy Is Prohibited if Used To 
                    Convey Support for or Opposition to a 
                    Candidate....................................   115
                (d) Educational Activities May Constitute 
                    Participation or Intervention................   116
                (e) Nonpartisan Activities May Constitute 
                    Prohibited Political Campaign Participation..   118
                (f) The IRS Has Found Violations of the 
                    Prohibition on Political Campaign 
                    Participation When an Activity Could Affect 
                    or Was Intended To Affect Voters' Preferences   118
            (ii) If a Substantial Part of an Organization's 
                Activities Is Attempting To Influence 
                Legislation, or Its Primary Goal Can Only Be 
                Accomplished Through Legislation, It Is an 
                ``Action'' Organization..........................   121
                (a) Definition of ``Legislation''................   122
                (b) Definition of ``Attempting To Influence 
                    Legislation''................................   122
                (c) Definition of ``Substantial''................   124
                (d) Circumstances Under Which an Organization's 
                    ``objectives can be achieved only through the 
                    passage of legislation''.....................   125
        d. To Satisfy the Operational Test, an Organization Must 
            Not Violate the ``Private Inurement'' Prohibition....   126
Exhibits.........................................................   129



                                                   House Calendar No. 1
105th Congress                                                   Report
                        HOUSE OF REPRESENTATIVES

 1st Session                                                      105-1
_______________________________________________________________________



             IN THE MATTER OF REPRESENTATIVE NEWT GINGRICH

                                _______
                                

  January 17, 1997.--Referred to the House Calendar and ordered to be 
                                printed

_______________________________________________________________________


    Mrs. Johnson from the Select Committee on Ethics, submitted the 
                               following

                              R E P O R T

                            I. Introduction

                        A. Procedural Background

     On September 7, 1994, a complaint was filed with the 
Committee on Standards of Official Conduct (``Committee'') 
against Representative Newt Gingrich by Ben Jones, Mr. 
Gingrich's opponent in his 1994 campaign for re-election. The 
complaint centered on a course taught by Mr. Gingrich called 
``Renewing American Civilization.'' Among other things, the 
complaint alleged that Mr. Gingrich had used his congressional 
staff to work on the course in violation of House Rules. The 
complaint also alleged that Mr. Gingrich had created a college 
course under the sponsorship of 501(c)(3) organizations in 
order ``to meet certain political, not educational, 
objectives'' and, therefore, caused a violation of section 
501(c)(3) of the Internal Revenue Code to occur. In partial 
support of the allegation that the course was a partisan, 
political project, the complaint alleged that the course was 
under the control of GOPAC, a political action committee of 
which Mr. Gingrich was the General Chairman.
     Mr. Gingrich responded to this complaint in letters dated 
October 4, 1994, and December 8, 1994, but the matter was not 
resolved before the end of the 103rd Congress. On January 26, 
1995, Representative David Bonior filed an amended version of 
the complaint originally filed by Mr. Jones. It restated the 
allegations concerning the misuse of tax-exempt organizations 
and contained additional allegations. Mr. Gingrich responded to 
that complaint in a letter from his counsel dated March 27, 
1995.
     On December 6, 1995, the Committee voted to initiate a 
Preliminary Inquiry into the allegations concerning the misuse 
of tax-exempt organizations. The Committee appointed an 
Investigative Subcommittee (``Subcommittee'') and instructed it 
to: determine if there is reason to believe that Representative 
Gingrich's activities in relation to the college course 
``Renewing American Civilization'' were in violation of section 
501(c)(3) or whether any foundation qualified under section 
501(c)(3), with respect to the course, violated its status with 
the knowledge and approval of Representative Gingrich * * *.
    The Committee also resolved to appoint a Special Counsel to 
assist in the Preliminary Inquiry. On December 22, 1995, the 
Committee appointed James M. Cole, a partner in the law firm of 
Bryan Cave LLP, as the Special Counsel. Mr. Cole's contract was 
signed January 3, 1996, and he began his work.
    On September 26, 1996, the Subcommittee announced that, in 
light of certain facts discovered during the Preliminary 
Inquiry, the investigation was being expanded to include the 
following additional areas:
    (1) Whether Representative Gingrich provided accurate, 
reliable, and complete information concerning the course 
entitled ``Renewing American Civilization,'' GOPAC's 
relationship to the course entitled ``Renewing American 
Civilization,'' or the Progress and Freedom Foundation in the 
course of communicating with the Committee, directly or through 
counsel (House Rule 43, Cl. 1);
    (2) Whether Representative Gingrich's relationship with the 
Progress and Freedom Foundation, including but not limited to 
his involvement with the course entitled ``Renewing American 
Civilization,'' violated the foundation's status under 
501(c)(3) of the Internal Revenue Code and related regulations 
(House Rule 43, Cl. 1);
    (3) Whether Representative Gingrich's use of the personnel 
and facilities of the Progress and Freedom Foundation 
constituted a use of unofficial resources for official purposes 
(House Rule 45); and
    (4) Whether Representative Gingrich's activities on behalf 
of the Abraham Lincoln Opportunity Foundation violated its 
status under 501(c)(3) of the Internal Revenue Code and related 
regulations or whether the Abraham Lincoln Opportunity 
Foundation violated its status with the knowledge and approval 
of Representative Gingrich (House Rule 43, Cl. 1).
    As discussed below, the Subcommittee issued a Statement of 
Alleged Violation with respect to the initial allegation 
pertaining to Renewing American Civilization and also with 
respect to items 1 and 4 above. The Subcommittee did not find 
any violations of House Rules in regard to the issues set forth 
in items 2 and 3 above. The Subcommittee, however, decided to 
recommend that the full Committee make available to the IRS 
documents produced during the Preliminary Inquiry for use in 
its ongoing inquiries of 501(c)(3) organizations. In regard to 
item 3 above, the Subcommittee decided to issue some advice to 
Members concerning the proper use of outside consultants for 
official purposes.
    On January 7, 1997, the House conveyed the matter of 
Representative Newt Gingrich to the Select Committee on Ethics 
by its adoption of clause 4(e)(3) of rule X, as contained in 
House Resolution 5.
    On January 17, 1997, the Select Committee on Ethics held a 
sanction hearing in the matter pursuant to committee rule 20. 
Following the sanction hearing, the Select Committee ordered a 
report to the House, by a roll call vote of 7-1, recommending 
that Representative Gingrich be reprimanded and ordered to 
reimburse the House for some of the costs of the investigation 
in the amount of $300,000. The following Members voted aye: 
Mrs. Johnson of Connecticut, Mr. Goss, Mr. Schiff, Mr. Cardin, 
Ms. Pelosi, Mr. Borski, and Mr. Sawyer. The following Member 
voted no: Mr. Smith of Texas.
    The adoption of this report by the House shall constitute 
such a reprimand and order of reimbursement. Accordingly, the 
Select Committee recommends that the House adopt a resolution 
in the following form.

                          house resolution --

    Resolved, That the House adopt the report of the Select 
Committee on Ethics dated January 17, 1997, In the Matter of 
Representative Newt Gingrich.

           Statement Pursuant to Clause 2(l)(3)(A) of Rule XI

    No oversight findings are considered pertinent.

                        B. Investigative Process

    The investigation of this matter began on January 3, 1996, 
and lasted through December 12, 1996. In the course of the 
investigation, approximately 90 subpoenas or requests for 
documents were issued, approximately 150,000 pages of documents 
were reviewed, and approximately 70 people were interviewed. 
Most of the interviews were conducted by Mr. Cole outside the 
presence of the Subcommittee. A court reporter transcribed the 
interviews and the transcripts were made available to the 
Members of the Subcommittee. Some of the interviews were 
conducted before the Members of the Subcommittee primarily to 
explore the issue of whether Mr. Gingrich had provided the 
Committee, directly or through counsel, inaccurate, unreliable, 
or incomplete information.
    During the Preliminary Inquiry, Mr. Cole interviewed Mr. 
Gingrich twice and Mr. Gingrich appeared before the 
Subcommittee twice. Several draft discussion documents, with 
notebooks of exhibits, were prepared for the Subcommittee in 
order to brief the Members on the findings and status of the 
Preliminary Inquiry. After receiving the discussion documents, 
the Subcommittee met to discuss the legal and factual questions 
at issue.
    In most investigations, people who were involved in the 
events under investigation are interviewed and asked to 
describe the events. This practice has some risk with respect 
to the reliability of the evidence gathered because, for 
example, memories fade and can change when a matter becomes 
controversial and subject to an investigation. One advantage 
the Subcommittee had in this investigation was the availability 
of a vast body of documentation from multiple sources that had 
been created contemporaneously with the events under 
investigation. A number of documents central to the analysis of 
the matter, in fact, had been written by Mr. Gingrich. Thus, 
the documents provided a unique, contemporaneous view of 
people's purposes, motivations, and intentions with respect to 
the facts at issue. This Report relies heavily, but not 
exclusively, on an analysis of those documents to describe the 
acts, as well as Mr. Gingrich's purpose, motivations, and 
intentions.
    As the Report proceeds through the facts, there is 
discussion of conservative and Republican political philosophy. 
The Committee and the Special Counsel, however, do not take any 
positions with respect to the validity of this or any other 
political philosophy, nor do they take any positions with 
respect to the desirability of the dissemination of this or any 
other political philosophy. Mr. Gingrich's political philosophy 
and its dissemination is discussed only insofar as it is 
necessary to examine the issues in this matter.

           C. Summary of the Subcommittee's Factual Findings

    The Subcommittee found that in regard to two projects, Mr. 
Gingrich engaged in activity involving 501(c)(3) organizations 
that was substantially motivated by partisan, political goals. 
The Subcommittee also found that Mr. Gingrich provided the 
Committee with material information about one of those projects 
that was inaccurate, incomplete, and unreliable.

                              1. aow/actv

    The first project was a television program called the 
American Opportunities Workshop (``AOW''). It took place in May 
1990. The idea for this project came from Mr. Gingrich and he 
was principally responsible for developing its message. AOW 
involved broadcasting a television program on the subject of 
various governmental issues. Mr. Gingrich hoped that this 
program would help create a ``citizens' movement.'' Workshops 
were set up throughout the country where people could gather to 
watch the program and be recruited for the citizens' movement. 
While the program was educational, the citizens' movement was 
also considered a tool to recruit non-voters and people who 
were apolitical to the Republican Party. The program was 
deliberately free of any references to Republicans or partisan 
politics because Mr. Gingrich believed such references would 
dissuade the target audience of non-voters from becoming 
involved.
    AOW started out as a project of GOPAC, a political action 
committee dedicated to, among other things, achieving 
Republican control of the United States House of 
Representatives. Its methods for accomplishing this goal 
included the development and articulation of a political 
message and the dissemination of that message as widely as 
possible. One such avenue of dissemination was AOW. The 
program, however, consumed a substantial portion of GOPAC's 
revenues. Because of the expense, Mr. Gingrich and others at 
GOPAC decided to transfer the project to a 501(c)(3) 
organization in order to attract tax-deductible funding. The 
501(c)(3) organization chosen was the Abraham Lincoln 
Opportunity Foundation (``ALOF''). ALOF was dormant at the time 
and was revived to sponsor AOW's successor, American Citizens' 
Television (``ACTV''). ALOF operated out of GOPAC's offices. 
Virtually all its officers and employers were simultaneously 
GOPAC officers or employees. ACTV had the same educational 
aspects and partisan, political goals as AOW. The principal 
difference between the two was that ACTV used approximately 
$260,000 in tax-deductible contributions to fund its 
operations. ACTV broadcast three television programs in 1990 
and then ceased operations. The last program was funded by a 
501(c)(4) organization because the show's content was deemed to 
be too political for a 501(c)(3) organization.

                   2. renewing american civilization

    The second project utilizing 501(c)(3) organizations 
involved a college course taught by Mr. Gingrich called 
Renewing American Civilization. Mr. Gingrich developed the 
course as a subset to and tool of a larger political and 
cultural movement also called Renewing American Civilization. 
The goal of this movement, as stated by Mr. Gingrich, was the 
replacement of the ``welfare state'' with an ``opportunity 
society.'' A primary means of achieving this goal was the 
development of the movement's message and the dissemination of 
that message as widely as possible. Mr. Gingrich intended that 
a ``Republican majority'' would be the heart of the movement 
and that the movement would ``professionalize'' House 
Republicans. A method for achieving these goals was to use the 
movement's message to ``attract voters, resources, and 
candidates.'' According to Mr. Gingrich, the course was, among 
other things, a primary and essential means to develop and 
disseminate the message of the movement.
    The core message of the movement and the course was that 
the welfare state had failed, that it could not be repaired but 
had to be replaced, and that it had to be replaced with an 
opportunity society based on what Mr. Gingrich called the 
``Five Pillars of American Civilization.'' These were: (1) 
personal strength; (2) entrepreneurial free enterprise; (3) the 
spirit of invention; (4) quality as defined by Edwards Deming; 
and (5) the lessons of American history. The message also 
concentrated on three substantive areas. These were: (1) jobs 
and economic growth; (2) health; and (3) saving the inner city.
    This message was also Mr. Gingrich's main campaign theme in 
1993 and 1994 and Mr. Gingrich sought to have Republican 
candidates adopt the Renewing American Civilization message in 
their campaigns. In the context of political campaigns, Mr. 
Gingrich used the term ``welfare state'' as a negative label 
for Democrats and the term ``opportunity society'' as a 
positive label for Republicans.
    As General Chairman of GOPAC, Mr. Gingrich decided that 
GOPAC would use Renewing American Civilization as its political 
message and theme during 1993-1994. GOPAC, however, was having 
financial difficulties and could not afford to disseminate its 
political messages as it had in past years. GOPAC had a number 
of roles in regard to the course. For example, GOPAC personnel 
helped develop, manage, promote, and raise funds for the 
course. GOPAC Charter Members helped develop the idea to teach 
the course as a means for communicating GOPAC's message. GOPAC 
Charter Members at Charter Meetings helped develop the content 
of the course. GOPAC was ``better off'' as a result of the 
nationwide dissemination of the Renewing American Civilization 
message via the course in that the message GOPAC had adopted 
and determined to be the one that would help it achieve its 
goals was broadcast widely and at no cost to GOPAC.
     The course was taught at Kennesaw State College (``KSC'') 
in 1993 and at Reinhardt College in 1994 and 1995. Each course 
consisted of ten lectures and each lecture consisted of 
approximately four hours of classroom instruction, for a total 
of forty hours. Mr. Gingrich taught twenty hours of each course 
and his co-teacher, or occasionally a guest lecturer, taught 
twenty hours. Students from each of the colleges as well as 
people who were not students attended the lectures. Mr. 
Gingrich's 20-hour portion of the course was taped and 
distributed to remote sites, referred to as ``site hosts,'' via 
satellite, videotape and cable television. As with AOW/ACTV, 
Renewing American Civilization involved setting up workshops 
around the country where people could gather to watch the 
course. While the course was educational, Mr. Gingrich intended 
that the workshops would be, among other things, a recruiting 
tool for GOPAC and the Republican Party.
    The major costs for the Renewing American Civilization 
course were for dissemination of the lectures. This expense was 
primarily paid for by tax-deductible contributions made to the 
501(c)(3) organizations that sponsored the course. Over the 
three years the course was broadcast, approximately $1.2 
million was spent on the project. The Kennesaw State College 
Foundation (``KSCF'') sponsored the course the first year. All 
funds raised were turned over to KSCF and dedicated exclusively 
for the use of the Renewing American Civilization course. \1\ 
KSCF did not, however, manage the course and its role was 
limited to depositing donations into its bank account and 
paying bills from that account that were presented to it by the 
Dean of the KSC Business School. KSCF contracted with the 
Washington Policy Group, Inc. (``WPG'') to manage and raise 
funds for the course's development, production and 
distribution. Jeffrey Eisenach, GOPAC's Executive Director from 
June 1991 to June 1993 was the president and sole owner of WPG. 
WPG and Mr. Eisenach played similar roles with respect to AOW/
ACTV.
---------------------------------------------------------------------------
    \1\ As general management and support fees, KSCF kept 2.5% of any 
money raised and KSC's Business School kept 7.5% of any money raised.
---------------------------------------------------------------------------
    When the contract between WPG and KSCF ended in the fall of 
1993, the Progress and Freedom Foundation (``PFF'') assumed the 
role WPG had with the course at the same rate of compensation. 
Mr. Eisenach was PFF's founder and president. Shortly after PFF 
took over the management of the course, the Georgia Board of 
Regents passed a resolution prohibiting any elected official 
from teaching at a Georgia state educational institution. This 
was the culmination of a controversy that had arisen around the 
course at KSC. A group of KSC faculty had objected to the 
course being taught on the campus because of a belief that it 
was an effort to use the college to disseminate a political 
message. Because of the Board of Regent's decision and the 
controversy, it was decided that the course would be moved to a 
private college.
    The course was moved to Reinhardt for the 1994 and 1995 
sessions. While there, PFF assumed full responsibility for the 
course. PFF no longer received payments to run the course but, 
instead, took in all contributions to the course and paid all 
the bills, including paying Reinhardt for the use of the 
college's video production facilities. All funds for the course 
were raised by and expended by PFF under its tax-exempt status.

                    3. failure to seek legal advice

    Under the Internal Revenue Code, a 501(c)(3) organization 
must be operated exclusively for exempt purposes. The presence 
of a single non-exempt purpose, if more than insubstantial in 
nature, will destroy the exemption regardless of the number or 
importance of truly exempt purposes. Conferring a benefit on 
private interests is a non-exempt purpose. Under the Internal 
Revenue Code, a 501(c)(3) organization is also prohibited from 
intervening in a political campaign or providing any support to 
a political action committee. These prohibitions reflect 
congressional concerns that taxpayer funds not be used to 
subsidize political activity.
    During the Preliminary Inquiry, the Subcommittee consulted 
with an expert in the law of tax-exempt organizations and read 
materials on the subject. Mr. Gingrich's activities onbehalf of 
AOW/ACTV and Renewing American Civilization, as well as the activities 
of others on behalf of those projects done with Mr. Gingrich's 
knowledge and approval, were reviewed by the expert. The expert 
concluded that those activities violated the status of the 
organizations under section 501(c)(3) in that, among other things, 
those activities were intended to confer more than insubstantial 
benefits on GOPAC, Mr. Gingrich, and Republican entities and 
candidates, and provided support to GOPAC.
    At Mr. Gingrich's request, the Subcommittee also heard from 
tax counsel retained by Mr. Gingrich for the purposes of the 
Preliminary Inquiry. While that counsel is an experienced tax 
attorney with a sterling reputation, he has less experience in 
dealing with tax-exempt organizations law than does the expert 
retained by the Subcommittee. According to Mr. Gingrich's tax 
counsel, the type of activity involved in the AOW/ACTV and 
Renewing American Civilization projects would not violate the 
status of the relevant organizations under section 501(c)(3). 
He opined that once it was determined that an activity was 
``educational,'' as defined by the IRS, and did not have the 
effect of benefiting a private interest, it did not violate the 
private benefit prohibition. In the view of Mr. Gingrich's tax 
counsel, motivation on the part of an organization's principals 
and agents is irrelevant. Further, he opined that a 501(c)(3) 
organization does not violate the private benefit prohibition 
or political campaign prohibition through close association 
with or support of a political action committee unless it 
specifically calls for the election or defeat of an 
identifiable political candidate.
    Both the Subcommittee's tax expert and Mr. Gingrich's tax 
counsel, however, agreed that had Mr. Gingrich sought their 
advice before embarking on activities of the type involved in 
AOW/ACTV and the Renewing American Civilization course, each of 
them would have advised Mr. Gingrich not to use a 501(c)(3) 
organization as he had in regard to those activities. The 
Subcommittee's tax expert said that doing so would violate 
501(c)(3). During his appearance before the Subcommittee, Mr. 
Gingrich's tax counsel said that he would not have recommended 
the use of 501(c)(3) organizations to sponsor the course 
because the combination of politics and 501(c)(3) organizations 
is an ``explosive mix'' almost certain to draw the attention of 
the IRS.
    Based on the evidence, it was clear that Mr. Gingrich 
intended that the AOW/ACTV and Renewing American Civilization 
projects have substantial partisan, political purposes. In 
addition, he was aware that political activities in the context 
of 501(c)(3) organizations were problematic. Prior to embarking 
on these projects, Mr. Gingrich had been involved with another 
organization that had direct experience with the private 
benefit prohibition in a political context, the American 
Campaign Academy. In a 1989 Tax Court opinion issued less than 
a year before Mr. Gingrich set the AOW/ACTV project into 
motion, the Academy was denied its exemption under 501(c)(3) 
because, although educational, it conferred an impermissible 
private benefit on Republican candidates and entities. Close 
associates of Mr. Gingrich were principals in the American 
Campaign Academy, Mr. Gingrich taught at the Academy, and Mr. 
Gingrich had been briefed at the time on the tax controversy 
surrounding the Academy. In addition, Mr. Gingrich stated 
publicly that he was taking a very aggressive approach to the 
use of 501(c)(3) organizations in regard to, at least, the 
Renewing American Civilization course.
    Taking into account Mr. Gingrich's background, experience, 
and sophistication with respect to tax-exempt organizations, 
and his status as a Member of Congress obligated to maintain 
high ethical standards, the Subcommittee concluded that Mr. 
Gingrich should have known to seek appropriate legal advice to 
ensure that his conduct in regard to the AOW/ACTV and Renewing 
American Civilization projects was in compliance with 
501(c)(3). Had he sought and followed such advice--after having 
set out all the relevant facts, circumstances, plans, and goals 
described above--501(c)(3) organizations would not have been 
used to sponsor Mr. Gingrich's ACTV and Renewing American 
Civilization projects.

             4. mr. gingrich's statements to the committee

    In responding to the complaints filed against him 
concerning the Renewing American Civilization course, Mr. 
Gingrich submitted several letters to the Committee. His first 
letter, dated October 4, 1994, did not address the tax issues 
raised in Mr. Jones' complaint, but rather responded to the 
part of the complaint concerning unofficial use of official 
resources. In it Mr. Gingrich stated that GOPAC, among other 
organizations, paid people to work on the course. After this 
response, the Committee wrote Mr. Gingrich and asked him 
specifically to address issues related to whether the course 
had a partisan, political aspect to it and, if so, whether it 
was appropriate for a 501(c)(3) organization to be used to 
sponsor the course. The Committee also specifically asked 
whether GOPAC had any relationship to the course. Mr. 
Gingrich's letter in response, dated December 8, 1994, was 
prepared by his attorney, but it was read, approved, and signed 
by Mr. Gingrich. It stated that the course had no partisan, 
political aspects to it, that his motivation for teaching the 
course was not political, and that GOPAC neither was involved 
in nor received any benefit from any aspect of the course. In 
his testimony before the Subcommittee, Mr. Gingrich admitted 
that these statements were not true.
    When the amended complaint was filed with the Committee in 
January 1995, Mr. Gingrich's attorney responded to the 
complaint on behalf of Mr. Gingrich in a letter dated March 27, 
1995. His attorney addressed all the issues in the amended 
complaint, including the issues related to the Renewing 
American Civilization course. The letter was signed by Mr. 
Gingrich's attorney, but Mr. Gingrich reviewed and approved it 
prior to its being delivered to the Committee. In an interview 
with Mr. Cole, Mr. Gingrich stated that if he had seen anything 
inaccurate in the letter he would have instructed his attorney 
to correct it. Similar to the December 8, 1994 letter, the 
March 27, 1995 letter stated that the course had no partisan, 
political aspects to it, that Mr. Gingrich's motivation for 
teaching the course was not political, and that GOPAC had no 
involvement in nor received any benefit from any aspect of the 
course. In his testimony before the Subcommittee Mr. Gingrich 
admitted that these statements were not true.
    The goal of the letters was to have the complaints 
dismissed. Of the people involved in drafting or editing the 
letters, or reviewing them for accuracy, only Mr. Gingrich had 
personal knowledge of the facts contained in the letters 
regarding the course. The facts in the letters that were 
inaccurate, incomplete, and unreliable were material to the 
Committee's determination on how to proceed with the tax 
questions contained in the complaints.

                   D. Statement of Alleged Violation

    On December 21, 1996, the Subcommittee issued a Statement 
of Alleged Violation stating that Mr. Gingrich had engaged in 
conduct that did not reflect creditably on the House of 
Representatives in that by failing to seek and follow legal 
advice, Mr. Gingrich failed to take appropriate steps to ensure 
that activities with respect to the AOW/ACTV project and the 
Renewing American Civilization project were in accordance with 
section 501(c)(3); and that on or about December 8, 1994, and 
on or about March 27, 1995, information was transmitted to the 
Committee by and on behalf of Mr. Gingrich that was material to 
matters under consideration by the Committee, which 
information, as Mr. Gingrich should have known, was inaccurate, 
incomplete, and unreliable.
    On December 21, 1996, Mr. Gingrich filed an answer with the 
Subcommittee admitting to this violation of House Rules.
    The following is a summary of the findings of the 
Preliminary Inquiry relevant to the facts as set forth in the 
Statement of Alleged Violation.

    II. Summary of Facts Pertaining to American Citizens Television

                                A. GOPAC

     GOPAC was a political action committee organized under 
Section 527 of the Internal Revenue Code. As such, 
contributions to GOPAC were not tax-deductible.\2\ GOPAC's goal 
was to attract people to the Republican party, develop a ``farm 
team'' of Republican state and local public officials who might 
one day run for Congress and, ultimately, create a Republican 
majority in the United States House of Representatives. (12/7/
96 Callaway Tr. 9; 7/12/96 Eisenach Tr. 21; 7/17/96 Gingrich 
Tr. 17-20).\3\ GOPAC did not undertake any projects that were 
not directed toward achieving that goal. (7/18/96 Gingrich Tr. 
362; 12/7/96 Callaway Tr. 33).
---------------------------------------------------------------------------
    \2\ See September 6, 1996 letter from the tax counsel Mr. Gingrich 
hired during the Preliminary Inquiry, James Holden, at page 41: 
``Contributions made to organizations described in section 501(c)(3) 
qualify generally as charitable deductions under section 170(c)(2). In 
contrast, contributions made to section 501(c)(4) and section 527 
organizations do not qualify as charitable deductions. For this reason, 
exempt organizations that are described in section 501(c)(3) enjoy the 
substantial advantage of being able to attract donations that are 
deductible on the tax returns of contributors.''
    \3\ Citations containing a ``Tr.'' indicate the page of the 
transcript from a witness's interview. The date of the interview is 
also provided in the citation.
---------------------------------------------------------------------------
    GOPAC's mission was defined as follows:

          GOPAC's mission for the 1990's is to create and 
        disseminate the doctrine which defines a caring, 
        humanitarian reform Republican Party in such a way as 
        to elect candidates, capture the United States House of 
        Representatives and become a governing majority at 
        every level of Government.

(Ex. 1, GOPAC3 137). This aspect of GOPAC's activities was 
further explained in a draft document from November 1989:

    As important as the creation of new doctrine is its 
dissemination. During the 1980s GOPAC and Newt Gingrich have 
led the way in applying new technology, from C-SPAN to video 
tapes, to disseminate information to Republican candidates and 
political activists.
          * * * * * * *
     But the Mission Statement demands that we do much more. To 
create the level of change needed to become a majority, the new 
Republican doctrine must be communicated to a broader audience, 
with greater frequency, in a more usable form. GOPAC needs a 
bigger ``microphone.'' (emphasis in the original).

(Ex. 2, 283). GOPAC continued to support this approach to 
achieving its goals in subsequent years. For example, as stated 
in its Report to Shareholders dated April 26, 1993:

          While both ``message'' and ``mechanism'' are 
        important, GOPAC's comparative advantage lies in 
        developing new ideas--i.e. in the ``message'' part of 
        the equation. GOPAC will thus continue to focus its 
        efforts on developing and communicating our values in a 
        way voters can understand and support.

(Ex. 3, Eisenach 2539).

    From approximately 1986 through 1995, Mr. Gingrich served 
as the General Chairman of GOPAC. (7/17/96 Gingrich Tr. 15). In 
this role he came up with the ideas GOPAC used for its 
political messages and themes, as well as its vision, strategy, 
and direction. (7/17/96 Gingrich Tr. 20; 7/15/96 Gaylord Tr. 
21-22; 6/26/96 Hanser Tr. 81; 7/12/96 Eisenach Tr. 22-23; 7/3/
96 Rogers Tr. 54-56; 6/27/96 Nelson Tr. 22-23; 12/7/96 Callaway 
Tr. 6, 9).

    B. American Opportunities Workshop/American Citizens Television

                             1. background

    In early 1990, GOPAC embarked on a project to produce a 
television program called the American Opportunities Workshop 
(``AOW''). The idea for this project came from Mr. Gingrich and 
he was very involved in developing the message it used. (12/7/
96 Callaway Tr. 11, 12, 14; 7/12/96 Eisenach Tr. 16; 12/5/96 
Eisenach Tr. 10; 12/9/96 Riddle Tr. 14; 12/9/96 Gingrich Tr. 
12).\4\ AOW was broadcast on May 19, 1990, on the Family 
Channel and was hosted by Mr. Gingrich. (Ex. 4, GOPAC3 181).
---------------------------------------------------------------------------
    \4\ The Committee's Special Counsel, James Cole, interviewed Mr. 
Gingrich on July 17, 1996; July 18, 1996; and December 9, 1996. Mr. 
Gingrich appeared before the Investigative Subcommittee to give 
testimony on November 13, 1996, and December 10, 1996.
---------------------------------------------------------------------------
    One of the purposes of the program was to build a citizens' 
movement that would communicate the principles of 
Entrepreneurial Free Enterprise, Basic American Values, and 
Technological Progress. (Ex. 5, FAM 0011; 12/7/96 Callaway Tr. 
14). These principles were called the ``Triangle of American 
Success.'' (Ex. 4, GOPAC3 181). AOW consisted of workshops set 
up throughout the country where activists could gather to watch 
the broadcast and, in the words of those responsible for AOW, 
help build a citizens' movement and increase citizen 
involvement. (12/7/96 Callaway Tr. 14, 15; 12/9/96 Riddle Tr. 
12, 13). Approximately 600 workshop cites were established 
where approximately 20,000 people watched the program. (Ex. 6, 
Eisenach 0359). The target group for the program was non-
voters. (Ex. 7, WGC2-01025).
    As stated by GOPAC's then-Executive Director, Kay Riddle, 
the purpose of creating the citizens' movement and attempting 
to increase citizen involvement was to get people to solve 
their own community problems and not look to the federal 
government for help. (12/9/96 Riddle Tr. 13). Ms. Riddle went 
on to say, ``Another product of that would be, of course, if we 
got people interested * * *, we hoped and believed that 
eventually they would vote Republican.'' (12/9/96 Riddle Tr. 
13). ``[W]e [at GOPAC] truly believed that the more we could 
involve people and educate people, the more likely we were to 
have people vote Republican.'' (12/9/96 Riddle Tr. 14-15). 
Similarly, Mr. Callaway characterized the message of AOW as 
follows:

          But I think, fundamentally * * * it was a message 
        that Republican principles are sound principles, that 
        everything does not need to be done by government, that 
        you can do better by trusting individuals to act for 
        themselves than you can by having government tell 
        individuals what they must do, that a smaller 
        government is frequently better than a larger 
        government, that it is better to reduce taxes than 
        raise taxes. I think it is Republican kinds of issues.

(12/7/96 Callaway Tr. 12-13).

    Producing AOW was very expensive. (12/7/96 Callaway Tr. 16; 
6/14/96 Callaway Tr. 21-22). It cost over $500,000 and consumed 
approximately 62% of GOPAC's budget for the first half of 1990. 
(Ex. 8, 1273). It was envisioned that the project would 
continue beyond May 19, 1990 (12/5/96 Eisenach Tr. 46; Ex. 4, 
GOPAC3 181) and prior to its airing, Mr. Gingrich, Mr. Callaway 
and others decided to have the project's follow-on activities 
transferred to a 501(c)(3) organization. (Ex. 9, Eisenach 3909; 
12/5/96 Eisenach Tr. 49; 12/7/96 Callaway Tr. 80). The 
organization chosen was the Abraham Lincoln Opportunity 
Foundation (``ALOF''). The project was transferred to ALOF so 
that it could be funded with tax-deductible money. (12/9/96 
Riddle Tr. 19).
    ALOF was established in 1984 in Colorado by Mr. Callaway to 
fund programsfor inner city youth. (6/14/96 Callaway Tr. 26). 
It had been inactive for some time prior to 1990 and was revived for 
the purpose of taking over the successor activities of AOW. (12/7/96 
Callaway Tr. 84). Under ALOF the project became know as American 
Citizens' Television (``ACTV''). Mr. Callaway was the President of ALOF 
and Kay Riddle was the Secretary. Mr. Callaway was also GOPAC's 
Chairman and Ms. Riddle was also GOPAC's Executive Director. ALOF hired 
some GOPAC employees on a full-time basis, used other GOPAC employees 
and consultants on a part-time basis, and used GOPAC offices and 
facilities. (12/7/96 Callaway Tr. 7, 11, 13, 14, 73-75).
    ACTV was designed to continue AOW's work of building a 
citizens' movement based on the ``Triangle of American 
Success'' and had the same goals as AOW. (Ex. 5, FAM 0011; 12/
7/96 Callaway Tr. 14; 12/9/96 Riddle Tr. 16; 12/9/96 Gingrich 
Tr. 8). In order to ensure a smooth transition, materials 
concerning ACTV were given to all AOW participants on May 19, 
1990. (Ex. 6, Eisenach 0361).
    ACTV produced three television programs in 1990--one on 
July 21 which discussed the use of local access cable 
television for activist movements; one on September 29 which 
discussed educational choice;\5\ and one on October 27 which 
was about Taxpayers' Action Day. The last program was primarily 
the responsibility of the Council for Citizens Against 
Government Waste (``CCAGW''), a 501(c)(4) organization. This 
was due to the fact that the content of the program was deemed 
to be inappropriate for ALOF to sponsor as a 501(c)(3) 
organization. (Ex. 10, FAM 0024). While CCAGW paid for all of 
the out-of-pocket expenses (e.g., production expense and 
broadcast time), ALOF still provided support through its staff. 
(Ex. 11, Eisenach 4254; 12/5/96 Eisenach Tr. 5, 67). Each 
program was broadcast on the Family Channel.
---------------------------------------------------------------------------
    \5\ A 1989 draft GOPAC document indicates that one of GOPAC's 
projects designed to ``create and disseminate the new Republican 
doctrine for the 1990's'' would be the Education Choice Coalition. (Ex. 
2, 284).
---------------------------------------------------------------------------
    In setting up ACTV it was understood that Mr. Gingrich 
would maintain his involvement and control over the programs. 
(Ex. 12, WGC2-01337). While some say that he was not very 
involved when it became ACTV, (e.g., 12/7/96 Callaway Tr. 14), 
there is evidence that his involvement continued. Mr. Gingrich 
hosted the first ACTV program. Mr. Gingrich also introduced and 
closed the second program in September. The host was Pete 
DuPont, but Mr. Gingrich was featured for a significant portion 
of the program. While the last program in October was paid for 
primarily by CCAGW, Mr. Gingrich approved its use on ACTV. (Ex. 
11, Eisenach 4254).
    Both AOW and ACTV were described to the public as non-
partisan. (Ex. 6, Eisenach 0361). Much of the documentation 
that was either internal to GOPAC or sent to its supporters, 
however, indicates a partisan, political purpose. While GOPAC, 
as a political action committee, could freely engage in 
partisan, political activity, ALOF, as a 501(c)(3) organization 
could not. Because ACTV was described as a continuation of the 
activities of AOW (12/7/96 Callaway Tr. 13-15; 12/5/96 Eisenach 
Tr. 8; Ex. 5, FAM 0011), documents were reviewed during the 
Preliminary Inquiry relating to both projects to determine what 
the goals were for the two projects.
    GOPAC contracted with an organization called the Washington 
Policy Group (``WPG'') to manage AOW. (7/12/96 Eisenach Tr. 
298). Jeffrey Eisenach was president and sole owner of WPG and 
the project coordinator for AOW. (7/12/96 Eisenach Tr. 298). 
Mr. Eisenach was also responsible for managing ALOF's ACTV 
programs. (12/7/96 Callaway Tr. 16). WPG was essentially Mr. 
Eisenach's ``personal consulting firm'' and usually had two or 
three employees. (7/12/96 Eisenach Tr. 9). WPG used GOPAC 
office space and equipment as part of its compensation. (11/14/
96 Eisenach Tr. 60). In addition to its work on AOW and ACTV, 
WPG had a consulting contract with GOPAC from January 1989 
through September 1993. (7/12/96 Eisenach Tr. 9, 10, 298). 
Through WPG's contract with GOPAC, Mr. Eisenach ``provided 
research assistance and advice to Mr. Gingrich, strategic 
advice to GOPAC and worked on some specific projects, focus 
groups and so forth, for GOPAC.'' (7/12/96 Eisenach Tr. 9). Mr. 
Eisenach was also the Executive Director of GOPAC from June 
1991 to June 1993. (7/12/96 Eisenach Tr. 8).

                  2. Planning and Purpose for AOW/ACTV

    A document entitled ``Key Factors in a House GOP Majority'' 
appears to be one of the earliest documents pertaining to the 
purpose of AOW and ACTV. A typed version and a handwritten 
version of the document were produced during the Preliminary 
Inquiry. The handwritten version is in Mr. Gingrich's 
handwriting. In it he wrote:

    1. The fact that 50% of all potential voters are currently 
outside politics (non-voters) creates the possibility that a 
new appeal might alter the current balance of political power 
by bringing in a vast number of new voters.
          * * * * * * *
    3. It is possible to articulate a vision of ``an America 
that can be'' which is appealing to most Americans, reflects 
the broad values of a governing conservatism (basic American 
values, entrepreneurial Free Enterprise and Technological 
progress), and is very difficult for the Democrats to co-opt 
because of their ideology and their interest groups.
    4. It is more powerful and more effective to develop a 
reform movement parallel to the official Republican Party 
because:
          * * * * * * *
          b. the non-voters who are non-political or anti-
        political will accept a movement more rapidly than they 
        will accept an established party;
          * * * * * * *
    5. As much as possible, the House Republican Party, the 
Bush Administration, Senate Republicans, incumbent Republicans 
across the country, the NRCC, RNC, SRCC and the conservative 
movement should be briefed on movement developments; conflict 
within this broad group should be minimized and coordination 
maximized.
    6. The objective measurable goal is the maximum growth of 
news coverage of our vision and ideas, the maximum recruitment 
of new candidates, voters and resources, and the maximum 
electoral success in winning seats from the most local office 
to the White House and then using those victories to implement 
the values of a governing conservatism and to create the best 
America that can be.

(Ex. 13, Eisenach 4838-4839 (typed version) and Eisenach 4832-4834 
(handwritten version)).

    When asked about AOW and ACTV, Mr. Gingrich said he had 
very little recollection of the projects. He said he was 
distracted by other events at the time such as his re-election 
efforts, legislative issues, and becoming Republican Whip. (12/
9/96 Gingrich Tr. 19, 39, 43). He said he had no recollection 
of the ``Key Factors in a House GOP Majority'' document, did 
not know if it related to AOW or ACTV, and did not know the 
purpose for which it was written. (12/9/96 Gingrich Tr. 31). An 
analysis of other documents, however, shows its relationship to 
the AOW/ACTV projects. Mr. Callaway said in his interview that 
the goalsset forth in the ``Key Factors in a House GOP 
Majority'' document were the same as those for AOW and ACTV. (12/7/96 
Callaway Tr. 37-38).
    As stated above, AOW was targeted to non-voters. (Ex. 7, 
WGC2-01025). The ``Key Factors in a House GOP Majority'' 
document notes that non-voters are the ones to appeal to in 
order to change the balance of power. AOW/ACTV based the 
citizens' movement on the ``Triangle of American Success'' 
which was made up of basic American values, entrepreneurial 
free enterprise, and technological progress. (Ex. 5, FAM 0011; 
12/7/96 Callaway Tr. 14). The ``Key Factors in a House GOP 
Majority'' document indicates that it will use those same three 
principles to appeal to non-voters. AOW/ACTV was focused on 
building a non-partisan citizens' movement. (Ex. 6, Eisenach 
0358-0359; Ex. 5, FAM 0011). In the ``Key Factors in a House 
GOP Majority'' document, Mr. Gingrich states that ``[i]t is 
more powerful and more effective to develop a reform movement 
parallel to the official Republican Party because . . . the 
non-voters who are non-political or anti-political will accept 
a movement more rapidly than they will accept an established 
party.'' (Ex. 13, Eisenach 4838 and Eisenach 4832).
    In a congressional briefing Mr. Gingrich gave concerning 
AOW on March 30, 1990, he described AOW/ACTV as follows:

          It is our goal to define our position as a caring 
        humanitarian reform party applying the triangle of 
        American success and applying common sense focused on 
        success and opportunities to explain in general terms 
        for the whole fall campaign, and again some Democrats 
        will pick up the language and this is open to 
        everybody, this is a free country, we think on balance 
        it is vastly more advantageous to us than it is to the 
        left since they are the party of big city machines, 
        they are the party of the unions, they're much more 
        tied to the bureaucratic welfare state.

(Ex. 15, WGC2 06081, pp. 17-18). The ``Key Factors in a House 
GOP Majority'' document notes that the message of the citizens' 
movement is designed not to be useful for Democrats because it 
will be ``very difficult for [them] to co-opt [the ideas] 
because of their ideology and their interest groups.'' (Ex. 13, 
Eisenach 4838 and 4832-4833).
    At the congressional briefing, Mr. Gingrich spoke of a 
focus group that was commissioned to assist in the AOW/ACTV 
effort. He described it as ``the largest focus group project 
ever undertaken by the Republican Party.'' (Ex. 14, WGC2 06081, 
p. 8). He said it concentrated on non-voters under 40 years of 
age (Ex. 14, WGC2 06081, p. 8) and tested negative language 
like ``the bureaucratic welfare state'' and positive language 
like the ``Triangle of American Success,'' ``Entrepreneurial 
Free Enterprise,'' ``Technological Progress and Innovation,'' 
and ``Basic American Values.'' (Ex. 14, WGC2 06081, pp. 10-11).
    Near the end of the briefing Mr. Gingrich explained the 
reasons for having the program labeled as non-partisan:

          Lastly I was going to make the point one of the 
        reasons we are reaching out and we really urge people 
        to be nonpartisan and be wide open. But we have two 
        reasons. First, there are a lot of former Democrats. 
        Andy Ireland, Ronald Reagan, Phil Gramm, Jean 
        Kirkpatrick, Connie Mack, you go down the list, a 
        surprising list of people who looked at both sides and 
        decided we were right. That we were more open, we were 
        moving in the right direction.
          But second, most young people under 40 are not 
        politicized. The minute you politicize this and you 
        make it narrow and you make it partisan--you lose them.

(Ex. 14, WGC2 06081, pp. 23-24).

    The focus group Mr. Gingrich referred to was commissioned 
by GOPAC in early 1990. It was performed by Market Strategies, 
Inc. The July 10, 1990 report on the results of the focus group 
described the project as follows:

          This research project is part of an overall effort to 
        build a new governing majority in the United States 
        formed around conservative principles. Historically, 
        building a new majority has involved three essential 
        tasks: activating a group of non-participating citizens 
        to support an existing party (or form a new party), 
        constructing a theory or explanation of what is right 
        and wrong in society with which the non-participating 
        citizens agree, and developing the right language 
        (political rhetoric) to communicate that theory to the 
        non-participating citizens. This project is the first 
        of several research projects to be sponsored by GOPAC 
        to help achieve these three tasks in this decade.

(Ex. 15, MSI 0030). The report then describes the specific 
language it tested as follows:

          The theory's explanation of what is wrong in society 
        was put in terms of ``the bureaucratic welfare state'' 
        and the ``values of the left.'' The theory's 
        explanation of what is good in society was put in terms 
        of ``technological progress,'' ``entrepreneurial free 
        enterprise,'' and ``basic American values'' which were 
        summarized as ``the Triangle of American Success.''

(Ex. 15, MSI 0030).

    In describing the target group for building the new 
governing majority, the report states:

    The potential for a new governing majority exists because 
of the large and growing numbers of non-participating citizens 
in our political system.
          * * * * * * *
    Consequently, a major premise for the research project is 
that younger citizens are the right target group for a new 
majority strategy and that a political theory and language 
needs to be effective with them if it is to be effective at 
all. Supporting this premise is an additional opportunity (to 
their not voting now) about younger voters--they are already 
predisposed to vote Republican.

(Ex. 15, MSI 0031-0032).

      3. Letters Describing Partisan, Political Nature of AOW/ACTV

    A number of GOPAC letters also indicate the purpose behind 
AOW/ACTV. Some are signed, some are not, but the ones that are 
not signed were apparently in GOPAC's files for some years, 
indicating that they were probably sent out. For example, in a 
signed letter dated February 21, 1990, to members of GOPAC's 
Executive Finance Committee, Mr. Callaway wrote that:

          The next two years are absolutely critical to all 
        that we hope to accomplish. Our May 19 project [AOW] 
        will go a long way toward helping Republicans set an 
        agenda and persuading Americans to realign with us.

(Ex. 16, GOPAC3 484). A copy of this letter was sent to Mr. 
Gingrich. Written across the top of his copy, in his 
handwriting, is ``Newt 2/20/90.'' (Ex. 16, WGC2-03992). 
According to Mr. Gingrich this probably meant he had seen the 
letter (12/9/96 Gingrich Tr. 36-37); however, he did not recall 
the content of this letter during an interview with Mr. Cole. 
(12/9/96 Gingrich Tr. 35).
    An unsigned letter, apparently prepared for Mr. Callaway's 
signature,6 dated March 7, 1990, states:
---------------------------------------------------------------------------
    \6\ According to Mr. Callaway this letter may have been sent out, 
but he did not have a specific recollection of it. (12/7/96 Callaway 
Tr. 49).

    Our May 19th American Opportunities Workshop is the single 
most exciting project I've ever undertaken. I consider this 
program critical to our efforts to become a Republican 
majority.
          * * * * * * *
    In order to encourage Americans to vote--and vote 
Republican--so that we may enact our policies of opportunity, 
we must reach them with our vision of hope.
    It is time for our message and program, now proven among 
those in the trenches, to be shared with the Americans who are 
not motivated by our current government to go to the polls or 
get involved.
          * * * * * * *
    The American Opportunities Workshop is GOPAC's answer to 
teaching and empowering the American people. We hope that the 
citizen movement launched by this project will be the key to a 
future of Republican governance.

(Ex. 17, 425-426).

    A March 16, 1990 GOPAC letter over Mr. Gingrich's name 
discusses the purpose behind AOW.

    Through the use of satellite hook-ups, not only can we 
reach new groups of voters not traditionally associated with 
our Party, but we'll be able to give them our message straight, 
without it being filtered and misinterpreted by liberal 
elements in the media.
          * * * * * * *
    Because I believe it has such great potential for helping 
President Bush, our candidates and our Party, I told Bo to move 
ahead with planning the workshop.
          * * * * * * *
    I truly believe that our Party and our President stand on 
the verge of a tremendous success this year, and that this 
workshop can be a great election year boost to us.

(Ex. 18, 2782-2783). Mr. Gingrich did not recall this document. 
When asked whether AOW was intended to be an election year 
boost, he said that it may have been, but he also thought it 
was idea oriented. (12/9/96 Gingrich Tr. 39-40).
    In an unsigned letter addressed to Mr. Thorton Stearns, 
apparently written for Mr.Callaway's signature,7 the AOW 
project and its purpose were described as follows:

    \7\ According to Mr. Callaway this letter may have been sent out, 
but he again did not have a specific recollection of it. (12/7/96 
Callaway Tr. 58).

          With more than 600 workshop sites across the country, 
        30,000 participants, and extensive media coverage, AOW 
        was a significant success on its own terms. However, 
        the real reason GOPAC took on AOW was to explore an 
        innovative new mechanism for creating and motivating 
        the new Republican majority of the 1990s.

(Ex. 19, GOPAC3 467).

    In a letter over Mr. Gingrich's name dated June 21, 1990, 
AOW and ACTV are explicitly tied together in an effort to 
achieve the same goal of building the Republican Party and 
trying to have an impact on political campaigns. The letter 
states:

          These are exciting times at GOPAC and we have been 
        quite busy lately. I am excited about [the] progress of 
        the ``American Citizens' Television'' project, which 
        will carry the torch of citizen activism begun by our 
        American Opportunities Workshop on May 19th. We 
        mobilized thousands of people across the nation at the 
        grass roots level who as a result of AOW, are now 
        dedicated GOPAC activists. We are making great strides 
        in continuing to recruit activists all across America 
        to become involved with the Republican party. Our 
        efforts are literally snowballing into the activist 
        movement we need to win in '92.

(Ex. 20, GOPAC3 224). Mr. Gingrich said that the signature on 
the letter was not his. (12/9/96 Gingrich Tr. 40). Mr. Gingrich 
said that the above statement did not reflect the purpose of 
AOW or ACTV. (12/9/96 Gingrich Tr. 41).
    Finally, an August 27, 1990 memorandum from Mr. Callaway to 
Mr. Gingrich and Jim Tilton 8 gives insight to the goals 
of the AOW/ACTV projects. (Ex. 21, Eisenach 3950-3959). The 
memorandum discusses a meeting the three men had five days 
earlier. Based on the memorandum, the main topic focused on how 
GOPAC should proceed in the future. The problems addressed in 
the meeting concerned the fact that AOW/ACTV had diverted too 
much money and attention from traditional GOPAC efforts. This 
caused erosion in support from GOPAC members. The three men 
decided to try one more ACTV program on September 29, 1990. If 
additional funding was not available beyond that point, the 
project would not be continued. They decided that it needed to 
be ``a very strong program that is controversial enough to stir 
up our Charter members and other constituents.'' (Ex. 21, 
Eisenach 3951). The show that was chosen was on educational 
choice, which was a specific GOPAC project.
---------------------------------------------------------------------------
    \8\ Jim Tilton was an unpaid senior advisor to GOPAC. He was an 
attorney and a close friend of Mr. Gingrich. (12/10/96 Gingrich Tr. 10, 
11, 56, 57).
---------------------------------------------------------------------------
    The memorandum recounted that Mr. Gingrich had reviewed all 
the options set forth and concluded the following:

          Newt then stated firmly that he feels we need to go 
        back to basics for now through 1992. That the only 
        special projects for 1992 should be 1992 election 
        oriented projects. Newt has now concluded that you 
        can't really affect 1992 elections indirectly--we must 
        do it directly through political programs.

(Ex. 21, Eisenach 3950).9 Mr. Callaway said that this 
paragraph could have been referring to ACTV, but he did not 
have a clear recollection. (12/5/96 Callaway Tr. 62).
---------------------------------------------------------------------------
    \9\ A GOPAC statement of ``Revenue and Expenses'' attached to this 
memorandum shows a single line item for ``AOW/ACTV.'' (Ex. 21, Eisenach 
3957).
---------------------------------------------------------------------------

          4. AOW/ACTV in Mr. Gingrich's Congressional District

    While AOW/ACTV was supposed to be non-partisan, two 
memoranda indicate that there was some effort to ensure that 
workshops were set up in Mr. Gingrich's congressional district. 
In a memorandum to Mr. Callaway, dated February 8, 1990, Mr. 
Eisenach wrote:

          An area for immediate attention is ``targets of 
        opportunity''--e.g. Georgia's 6th District, Colorado, 
        and the D.C. area. We need to identify resources to 
        ensure that we maximize our returns in these three 
        areas, and other specific target areas we might add 
        later. In particular, we need to put very high on our 
        agenda the task of identifying a 6th District 
        Coordinator.

(Ex. 22, Eisenach 3811). Similarly, in a March 30, 1990 
memorandum from Mr. Gingrich to Joe Gaylord and Mary Brown, the 
following is written:

          The GOPAC print-out shows only one very tentative 
        (Clay Davis) site in my district. Time is getting short 
        for finding sites and GOPAC needs to have the hosts 
        identified as soon as possible to get materials to them 
        to make the workshops a success.
          Please make this a high priority.

(Ex. 23, GOPAC3 460). Mr. Gingrich did not recall this 
memorandum and said that there was an effort to target the 6th 
District--his congressional district--``only in the sense that 
we hosted [AOW] from there.'' (12/9/96 Gingrich Tr. 19).

                 5. GOPAC's Connection to ALOF and ACTV

    As has been previously discussed, ACTV was a continuation 
of AOW and ALOF used GOPAC's offices and facilities. In his 
interview, Mr. Callaway stated a number of times that GOPAC was 
separate from ALOF. (12/7/96 Callaway Tr. 64, 65-66, 68-69, 
73). A number of documents, however, from 1990 indicate that 
ALOF and ACTV had significant connections to GOPAC.
    In a June 26, 1990 memorandum to Mr. Callaway, Mr. Eisenach 
recounts a discussion the two men had that morning with Mr. 
Gingrich. During that discussion, Mr. Gingrich gave them a 
handout that ``identified three GOPAC/ALOF zones: 1. Local 
Elections, 2. Planning/R&D, 3. Movement.'' (Ex. 24, Eisenach 
4039). The memorandum goes on to discuss how GOPAC and ALOF 
will relate to each other.
    During the Preliminary Inquiry GOPAC produced copies of its 
``Confidential Masterfile Reports'' that were used to keep 
track of contributors. Under the section entitled ``Giving 
History'' the 1990 reports list two entities: GOPAC and ALOF. 
(Ex. 25, GOPAC3 0510). Attached to these reports are copies of 
correspondence from both GOPAC and ALOF to contributors. (Ex. 
25, GOPAC3 0511-0515).
    An August 13, 1990 memorandum from Mr. Callaway to Mr. 
Gingrich lists the three broad things GOPAC does. The third one 
listed is ``Projects such as ACTV, AOW and focus groups.'' (Ex. 
26, Eisenach 4251).10
---------------------------------------------------------------------------
    \10\ According to Mr. Callaway, the listing of ACTV was a ``bad 
choice of words.'' (12/7/96 Callaway Tr. 70).
---------------------------------------------------------------------------
    GOPAC's Report to Charter Members dated November 11, 1990, 
includes a section on Community Activism. (Ex. 4, GOPAC3 180-
188). In that section it discusses AOW and ACTV. While it 
states that ACTV is ``legally no longer a GOPAC project,'' it 
goes on to discuss ACTV in terms which indicate that it 
continued to be treated as a GOPAC project. For example it 
states that ``Our mission is to establish ACTV as a new, 
interactive information network.'' (Ex. 4, GOPAC3 181). The 
Charter Member Report is worded in a manner that indicates ACTV 
was considered a GOPAC project. For example, it uses phrases 
like ``Our goal'' with ACTV, ``Our next ACTV program,'' and 
``Our program was hosted by * * *.'' (Ex. 4, GOPAC3 181-182). 
At the end of the report under the heading ``Getting Out the 
Message,'' there is a chart showing the AOW and ACTV programs. 
It then lists how many workshopswere set up for each program 
and what the estimated attendance was for these workshops. (Ex. 4, 
GOPAC3 183).

               6. gopac funding of alof and actv 11
---------------------------------------------------------------------------

    \11\ There is no evidence that Mr. Gingrich had any significant 
involvement with this level of the financial aspects of the operations 
of ALOF. However, because these facts form part of the basis for a 
recommendation by the Subcommittee that the relevant materials gathered 
during the preliminary inquiry be made available to the Internal 
Revenue Service, the matter is set forth in some detail.
---------------------------------------------------------------------------
    When ALOF began to operate in June 1990 it had less than 
$500 in its bank account. (Ex. 27, CNB 006). It obtained a loan 
for $25,000 from the Central Bank of Denver in late June and 
received some direct contributions. These came from a 
foundation associated with Mr. Callaway, the Family Channel, 
and at least one other GOPAC supporter. (Ex. 28, ALOF 0050). In 
addition, GOPAC loaned ALOF $45,000 in 1990, and $29,500 in 
early 1991 to pay for production expenses. The total of loans 
from GOPAC to ALOF was $74,500. (Ex. 35, ALOF 0030).
    ALOF's last program was broadcast in October 1990. In 1991 
and 1992 it did not engage in any activities. In 1991, Citizens 
Against Government Waste contributed $37,000 to ALOF and Mr. 
Callaway's foundation contributed $10,000. (Ex. 28, ALOF 0090). 
The total, $47,000, was given to GOPAC to be applied to the 
debt. (Ex. 37, CNB 0426, CNB 0428, CNB 0430, CNB 0432). After 
the $47,000 payment, ALOF owed GOPAC $27,500. (Ex. 28, ALOF 
0064).12
---------------------------------------------------------------------------
    \12\ The original debt from GOPAC listed on ALOF's tax returns was 
for $45,247. This is not supported by the checks from GOPAC to ALOF 
which only reflect $45,000. This additional $247 continued to be listed 
for the remaining years and was reflected in the ultimate forgiveness 
of a portion of this debt in 1993. It is not clear what the $247 
represents.
---------------------------------------------------------------------------
    In late 1991 and 1992, ALOF received contributions from a 
number of GOPAC supporters totalling $80,000. (Ex. 28, ALOF 
0078). $70,000 of that amount was given to GOPAC. GOPAC's then-
Executive Director, Mr. Eisenach, was involved in soliciting a 
number of these donations.
    On February 27, 1992, Mr. Eisenach wrote to R. Randolph 
Richardson to ask him to become a Charter Member of GOPAC. In 
order to be a Charter Member, a person must contribute at least 
$10,000. In the letter Mr. Eisenach states:

          With respect to foundation funds, it is of course not 
        appropriate for GOPAC to accept 501(c)(3) money. 
        However, Bo Callaway does have a foundation, the 
        Abraham Lincoln Opportunity Foundation (ALOF), which 
        owes GOPAC a substantial sum of money. You might 
        consider a contribution to ALOF, which would enable it 
        to pay down its GOPAC debt, and thus be of enormous 
        help in our efforts to change the Congress in 1992.

(Ex. 29, Eisenach 4652). Mr. Richardson's foundation, the Grace 
Jones Richardson Trust, wrote a $25,000 check to ALOF on April 
14, 1992, and ALOF wrote a $25,000 check to GOPAC on April 23, 
1992. (Ex. 38, CNB 0449, CNB 0445).
    On March 16, 1992, Mr. Eisenach wrote a memorandum to June 
Weiss, GOPAC's Finance Director, concerning Mr. Callaway's 
Charter Member dues. The memorandum states:

          Bo has offered us a choice of (1) $10,000 from him or 
        (2) $20,000 from ALOF. I indicated to him on the phone 
        today I would tend to go for $20,000 over $10,000--in 
        part, frankly, because I think we ought to go ahead and 
        get the ALOF loan repaid and be done with it, as 
        opposed to having it hanging around for another year.

(Ex. 30, Eisenach 3725). On March 23, 1992, Mr. Callaway's 
foundation donated $20,000 to ALOF. (Ex. 39, CNB 0443). On the 
same day, ALOF wrote a check to GOPAC for $20,000. (Ex. 39, CNB 
0447). A letter was sent to Mr. Callaway on ALOF stationery 
thanking him for the contribution. It was signed by numerous 
members of GOPAC's staff. (Ex. 31, GOPAC2 0012).
    Two other GOPAC Charter Members made contributions to ALOF 
which were immediately turned over to GOPAC. (Ex. 40, CNB 0217, 
CNB 0439, CNB 0441, CNB 0459). Handwritten notes relating to 
one of them indicates that a tax-deductible option for his 
contribution to GOPAC was discussed before the contribution to 
ALOF was made. (Ex. 32, GOPAC2 2424-2426).
    As of 1993 ALOF had relocated its offices to Colorado. Its 
Colorado accountant was preparing the tax return for 1992 and 
saw the payments to GOPAC. In November she wrote to Kay Riddle, 
ALOF's Secretary, and asked for invoices from GOPAC to ALOF to 
support these payments. (Ex. 33, Newbill 0119). In December, 
Ms. Riddle wrote to GOPAC's accountant asking for those 
invoices. (Ex. 34, ALOF 0028). Several days later the 
accountant provided Ms. Riddle with a summary memorandum and a 
number of invoices. (Ex. 35, ALOF 0029-0030, ALOF 0027-0028, 
GOPAC3 0811). Some were undated. Some were dated in 1991. All 
concerned activities which were stated to have taken place in 
1990 and there is no evidence that the invoices were written 
contemporaneously with the events for which they billed.13
---------------------------------------------------------------------------
    \13\ Because of her assertion of a Constitutional privilege, the 
Subcommittee was unable to interview the accountant for GOPAC and ALOF.
---------------------------------------------------------------------------
    The invoices, along with the previously mentioned loans, 
totaled $160,537.70. This consisted of rent ($12,718.08), 
postage and office supplies ($8,455.08), services of staff and 
consultants ($64,864.54), and the loans ($74,500).14 (Ex. 
35, ALOF 0029, ALOF 0027, ALOF 0026, GOPAC3 0811). The time for 
the staff was apportioned to reflect the percentage of their 
work spent on ALOF business. Some of the consultants listed, 
however, did not keep any records reflecting the percentage of 
time they spent on specific projects and did not recall doing 
any work for ALOF. (12/2/96 Hanser Tr. 25; 12/5/96 Mahe Tr. 
31). Records of one consultant did record the time he spent on 
ALOF business, but it was substantially less than the time 
listed in the invoice. (Ex. 35, ALOF 0029; Ex. 36, WGC2-01378-
01379, Eisenach 4276-4277, Eisenach 4302-4303). According to 
Ms. Riddle, she did not attempt to apportion time based on the 
actual hours spent by these people on ALOF business. Instead, 
she said she determined the percentages before any of the 
people had done any work based on her best guess of the time 
they would spend. (12/9/96 Riddle Tr. 69-70).
---------------------------------------------------------------------------
    \14\ In the tax return for ALOF for 1990, Part VII asks, among 
other things, whether ALOF had any transactions with a political action 
committee involving loans, shared facilities, equipment, or paid 
employees. Even though GOPAC was a political action committee the 
return answers ``no'' to all those questions. (Ex. 28, ALOF 0056). The 
accountant for ALOF, who was also the accountant for GOPAC, said that 
she had answered those questions in the negative based on her belief 
that these questions specifically excluded any transactions with 
political action committees. (10/31/96 Gilbert Tr. 18-20). She did not 
discuss this reading of the tax return with anyone at ALOF, but she did 
fill the form out in this way and they signed it without any questions. 
(10/31/96 Gilbert Tr. 21). This same error occurred in the tax return 
for 1991. (Ex. 28, ALOF 0069).
---------------------------------------------------------------------------
    Of the total amount listed on the invoices of $160,537.70, 
ALOF paid GOPAC $117,000 between 1991 and 1992. (Ex. 35, ALOF 
0029). This left a balance of $43,537.70, which, according to 
ALOF's 1993 tax return, was forgiven by GOPAC. (Ex. 28, ALOF 
0089).15
---------------------------------------------------------------------------
    \15\ The amount listed on the Return was $43,785. As referred to 
earlier, it is unclear what the $247 difference represents.
---------------------------------------------------------------------------
    According to Kathleen Taylor, a current employee of the 
Speaker's Office and the former Political Services Director for 
GOPAC, the lessons learned from AOW and ACTV were used for the 
Renewing American Civilization course discussed below. (6/28/96 
Taylor Tr. 45). Those lessons were ``[h]ow to get workshops 
sites, how to disseminate information, [and] mass-marketing the 
ideas.'' (6/28/96 Taylor Tr. 45). In the same vein, a letter 
from Mr. Eisenach to Mr. Mescon containing the terms and 
conditions under which WPG would manage the Renewing American 
Civilization course states:

          Among our most significant project management 
        undertakings was the 1990 ``American Opportunities 
        Workshop'' and its successor, American Citizens' 
        Television. Both of these projects bear significant 
        similarities to the project you have asked us to get 
        involved with, ``Renewing American Civilization.'' 
        Thus, we enter this undertaking with both enthusiasm 
        and a full understanding of the enormity and complexity 
        of the undertaking.

(Ex. 41, Mescon 0651).

 III. Summary of Facts Pertaining to ``Renewing American Civilization''

  A. Genesis of the Renewing American Civilization Movement and Course

    In his interview with the Special Counsel, Mr. Gingrich 
said the idea for the course was first developed while he was 
meeting with Owen Roberts, a GOPAC Charter Member and advisor, 
for two days in December 1992. (7/17/96 Gingrich Tr. 11-12, 23-
24; 7/15/96 Gaylord Tr. 23-24; Ex. 42, GOPAC2 2492). Mr. 
Gingrich wrote out notes at this meeting and they were 
distributed to some of his advisors. (Ex. 42, HAN 02103-02125; 
6/26/96 Hanser Tr. 28; 7/15/96 Gaylord Tr. 24-25; 7/12/96 
Eisenach Tr. 108-109).16 A review of those notes indicates 
that the topic of discussion at this meeting centered mostly on 
a political movement. The notes contain limited references to a 
course and those are in the context of a means to communicate 
the message of the movement.
---------------------------------------------------------------------------
    \16\ Among the people who received copies of the notes were Mr. 
Hanser, Mr. Gaylord and Mr. Eisenach. In a subsequent memorandum to Gay 
Gaines and Lisa Nelson, as Ms. Gaines and Ms. Nelson were about to take 
over the management of GOPAC in October 1993, Mr. Gingrich described 
the roles each of the three men played in his life as follows:
---------------------------------------------------------------------------

          1. Joe Gaylord is empowered to supervise my activities, set 
        my schedule, advise me on all aspects of my life and career. He 
        is my chief counselor and one of my closest friends. * * *
          2. Steven Hanser is my chief ideas adviser, close personal 
        friend of twenty years, and chief language thinker. * * *
          * * * * * * *

          4. Jeff Eisenach is our senior intellectual leader and an 
        entrepreneur with great talent and determination. * * *
---------------------------------------------------------------------------
    Ex. 43, GDC 11551, 11553).
---------------------------------------------------------------------------
    The movement was to develop a message and then disseminate 
and teach that message. (Ex. 42, HAN 02109). One of the 
important aspects of the movement was the creation of 
``disseminating groups and [a] system of communication and 
education.'' (Ex. 42, HAN 02109). It also sought to 
``professionalize'' the House Republicans by using the 
``message to attract voters, resources and candidates'' and 
develop a ``mechanism for winning seats.'' (Ex. 42, HAN 02110). 
The ultimate goal of the movement was to replace the welfare 
state with an opportunity society, and all efforts had to be 
exclusively directed to that goal. (Ex. 42, HAN 02119). 
Ultimately, it was envisioned that ``a Republican majority 
[would be] the heart of the American Movement * * *''. (Ex. 42, 
HAN 02117).17 Mr. Gingrich's role in this movement was to 
be the ``advocate of civilization,'' the ``definer of 
civilization,'' the ``teacher of the rules of civilization,'' 
the ``arouser of those who form civilization,'' the ``organizer 
of the pro-civilization activists,'' and the ``leader 
(possibly) of the civilizing forces.'' (Ex. 42, HAN 02104). In 
doing this, he intended to ``retain a primary focus on elected 
political power as the central arena and fulcrum by which a 
free people debate their future and govern themselves.'' (Ex. 
42, HAN 02104). The support systems for this movement included 
GOPAC, some Republican international organizations, and 
possibly a foundation. (Ex. 42, HAN 02121). There was 
substantial discussion of how to disseminate the message of the 
movement. (Ex. 42, HAN 02109, 02110, 02111). Some of the 
methods discussed for this dissemination included, ``Possibly a 
series of courses with audio and videotape followons''/
``Possibly a text-book (plus audio, video, computer) series''/
``Campus (intellectual) appearances on `the histories' Gingrich 
the Historian applying the lessons of history to public life.'' 
(Ex. 2, HAN 02118). One of the tasks listed for 1993 is 
``Design vision and its communication and communicate it with 
modification after feedback.'' (Ex. 2, HAN 02120). According to 
Mr. Gingrich, the course was to be a subset of the movement and 
was to be a primary and essential means for developing and 
disseminating the message of the movement. (7/17/96 Gingrich 
Tr. 42, 58; 11/13/96 Gingrich Tr. 126-127).
---------------------------------------------------------------------------
    \17\ Mr. Gingrich said that he intended the movement to be 
international in scope. Until some point in 1995, however, its scope 
was only national. (7/17/96 Gingrich Tr. 33).
---------------------------------------------------------------------------
    Another description of the Renewing American Civilization 
movement is found in notes of a speech Mr. Gingrich gave on 
January 23, 1993, to the National Review Institute. (Ex. 44, 
PFF 14473-14477, PFF 38279-38288).18 In those notes, Mr. 
Gingrich wrote that ``our generation's rendezvous with history 
is to launch a movement to renew American civilization.'' (Ex. 
44, PFF 14474). He noted that a majority of Americans favor 
renewing American civilization and that ``[w]e are ready to 
launch a 21st century conservatism that will renew American 
civilization, transform America from a welfare state into an 
opportunity society and create a conservative governing 
majority.'' (Ex. 44, PFF 14475). Mr. Gingrich then goes on to 
describe the five pillars of American civilization and the 
three areas where the movement needs to offer solutions.19 
He then wrote that if they develop solutions for those three 
areas they ``will decisively trump the left. At that point 
either Clinton will adopt our solutions or the country will 
fire the president who subsidizes decay and blocks progress.'' 
(Ex. 44, PFF 14476). The notes end with the following:

    \18\ This appears to be the earliest example of Mr. Gingrich 
speaking about the Renewing American Civilization movement. A draft of 
this document in Mr. Gingrich's handwriting is attached to the typed 
version of the notes.
    \19\ Although not mentioned in this speech, those five pillars and 
three areas are each separate lectures in what became the course.
---------------------------------------------------------------------------
          We must renew American civilization by studying these 
        principles, networking success stories, applying these 
        success stories to develop programs that will lead to 
        dramatic progress, and then communicating these 
        principles and these opportunities so the American 
        people have a clear choice between progress, renewal, 
        prosperity, safety and freedom within America [sic] 
        civilization versus decay, decline, economic weakness, 
        violent crime and bureaucratic dominance led by a 
        multicultural elite.

          Given that choice, our movement for renewing American 
        civilization will not just win the White House in 1996, 
        we will elect people at all levels dedicated to 
        constructive proposals.

(Ex. 44, PFF 14477). (Emphasis in the original).20

    \20\ Two days later Mr. Gingrich delivered a Special Order on the 
House floor concerning Renewing American Civilization. In this speech 
he described a movement to renew American civilization, but did not 
mention the course. He did discuss the five pillars of American 
civilization and the three areas where solutions needed to be 
developed. (Ex. 45, LIP 00036-00045).
---------------------------------------------------------------------------
    In a draft document entitled ``Renewing American 
Civilization Vision Statement,'' written by Mr. Gingrich and 
dated March 19, 1993, he again described the movement in 
partisan terms and emphasized that it needed to communicate the 
vision of renewing American civilization on very large scale. 
(Ex. 46, WGC 00163-00171, WGC 00172-00191). He wrote that 
renewing American civilization will require ``a new party 
system so we can defeat the Democratic machine and transform 
American society into a more productive, responsible, safe 
country by replacing the welfare state with an opportunity 
society.'' (Ex. 46, WGC 00163).

                 B. Role of the Course in the Movement

    Mr. Gingrich was asked about the role of the course in the 
movement. He said that the course was ``the only way actually 
to develop and send * * * out'' the message of the movement. 
(7/17/96 Gingrich Tr. 42). In a later interview, he modified 
this statement to saythat the course was ``clearly the primary 
and dominant method; it was not the only way one could have done it. 
But I think it was essential to do it, to have the course.'' (11/13/96 
Gingrich Tr. 126-127).
    The earliest known documentary reference to the course in 
the context of the movement is in an agenda for a meeting held 
on February 15, 1993, at GOPAC's offices. The meeting had two 
agenda items: ``I. General Planning/Renewing American 
Civilization'' and ``II. Political/GOPAC Issues.'' (Ex. 47, JR-
0000645-0000647). Under the first category, one topic listed is 
``American Civilization Class/Uplink.'' (Ex. 47, JR-0000645). 
Under the second category two of the items listed are ``GOPAC 
Political Plan & Schedule'' and ``Charter Meeting Agenda.'' 
(Ex. 47, JR-0000645). 21 Attached to the agenda for this 
meeting is a ``Mission Statement'' written by Mr. Gingrich 
which applied to the overall Renewing American Civilization 
movement, including the course. (7/12/96 Eisenach Tr. 248-249; 
7/17/96 Gingrich Tr. 145-146). It states:
---------------------------------------------------------------------------
    \21\ It is not clear whether the meeting was exclusively a GOPAC 
meeting, but at least part of the agenda explicitly concerned GOPAC 
projects. As will be discussed later, GOPAC's political plan for 1993 
centered on Renewing American Civilization. As also discussed below, 
GOPAC's April 1993 Charter Meeting was called ``Renewing American 
Civilization'' and employed breakout sessions for Charter Members to 
critique and improve individual components of the course on Renewing 
American Civilization. (7/17/96 Gingrich Tr. 69-70; 7/12/96 Eisenach 
Tr. 144-146; 7/15/96 Gaylord Tr. 46).

    We will develop a movement to renew American civilization 
using the 5 pillars of 21st Century Freedom so people 
understand freedom and progress is possible and their 
practical, daily lives can be far better.* As people become 
convinced American civilization must and can be renewed and the 
5 pillars will improve their lives we will encourage them and 
help them to network together and independently, autonomously 
initiate improvements wherever they want. However, we will 
focus on economic growth, health, and saving the inner city as 
the first three key areas to improve. Our emphasis will be on 
reshaping law and government to facilitate improvement in all 
of [A]merican society. We will emphasize elections, candidates 
and politics as vehicles for change and the news media as a 
primary vehicle for communications. To the degree Democrats 
agree with our goals we will work with them but our emphasis is 
on the Republican Party as the primary vehicle for renewing 
---------------------------------------------------------------------------
American civilization.

    *Renewing American Civilization must be communicated as an 
intellectual-cultural message with governmental-political consequences. 
(footnote in original)

(Ex. 47, JR-0000646).

    In February 1993, Mr. Gingrich first approached Mr. Mescon 
about teaching the course at KSC. (Ex. 48, Mescon 0278; 6/13/96 
Mescon Tr. 26-27). Mr. Gingrich had talked to Dr. Mescon in 
October or November 1992 about the general subject of teaching, 
but there was no mention of the Renewing American Civilization 
course at that time. (6/13/96 Mescon Tr. 12-14). The early 
discussions with Mr. Mescon included the fact that Mr. Gingrich 
intended to have the Renewing American Civilization course 
disseminated through a satellite uplink system. (Ex. 49, Mescon 
0664; 6/13/96 Mescon Tr. 29-30).
    Shortly before this discussion with Mr. Mescon, in late 
January 1993, Mr. Gingrich met with a group of GOPAC Charter 
Members. In a letter written some months later to GOPAC Charter 
Members, Mr. Gingrich described the meeting as follows:

          During our meeting in January, a number of Charter 
        Members were kind enough to take part in a planning 
        session on ``Renewing American Civilization.'' That 
        session not only affected the substance of what the 
        message was to be, but also how best the new message of 
        positive solutions could be disseminated to this 
        nation's decision makers--elected officials, civic and 
        business leaders, the media and individual voters. In 
        addition to my present avenues of communication I 
        decided to add an avenue close to my heart, that being 
        teaching. I have agreed with Kennesaw State College, * 
        * * to teach ``Renewing American Civilization'' as a 
        for-credit class four times during the next four years.
          Importantly, we made the decision to have the class 
        available as a ``teleseminar'' to students all across 
        the country, reaching college campuses, businesses, 
        civic organizations, and individuals through a live 
        ``uplink,'' video tapes and audio tapes. Our hope is to 
        have at least 50,000 individuals taking the class this 
        fall and to have trained 200,000 knowledgeable citizen 
        activists by 1996 who will support the principles and 
        goals we have set.

(Ex. 50, Kohler 137-138). 22 During an interview with the 
Special Counsel, Mr. Gingrich said he doubted that he had 
written this letter and said that the remark in the letter that 
the Charter Members' comments played a large role in developing 
the course ``exaggerates the role of GOPAC.'' The letter was 
written to ``flatter'' the Charter Members. (11/13/96 Gingrich 
Tr. 129-130).
---------------------------------------------------------------------------
    \22\ The letter goes on to state that: [L]et me emphasize very 
strongly that the ``Renewing American Civilization'' project is not 
being carried out under the auspices of GOPAC, but rather by Kennesaw 
State College and the Kennesaw State College Foundation. We will not be 
relying on GOPAC staff to support the class, and I am not asking you 
for financial support.
    (Ex. 50, Kohler 138) (emphasis in the original).
---------------------------------------------------------------------------
    In a March 29, 1993 memorandum, Mr. Gingrich specifically 
connects the course with the political goals of the movement. 
The memorandum is entitled ``Renewing American Civilization as 
a defining concept'' and is directed to ``Various Gingrich 
Staffs.'' 23 The original draft of the memorandum is in 
Mr. Gingrich's handwriting. (Ex. 51, GDC 08891-08892, GDC 
10236-10238). In the memorandum, Mr. Gingrich wrote:
---------------------------------------------------------------------------
    \23\ At the top of this memorandum is a handwritten notation (not 
Mr. Gingrich's) stating: ``Tuesday 4 p.m. GOPAC Mtg.'' (Ex. 51, GDC 
08891).

          I believe the vision of renewing American 
        civilization will allow us to orient and focus our 
        activities for a long time to come.
          At every level from the national focus of the Whip 
        office to the 6th district of Georgia focus of the 
        Congressional office to the national political 
        education efforts of GOPAC and the re-election efforts 
        of FONG 24 we should be able to use the ideas, 
        language and concepts of renewing American 
        civilization.
---------------------------------------------------------------------------
    \24\ ``FONG'' stands for Mr. Gingrich's campaign organization, 
``Friends of Newt Gingrich.''
---------------------------------------------------------------------------

(Ex. 51, GDC 08891).

    In the memorandum, he describes a process for the 
dissemination of the message of Renewing American Civilization 
to virtually every person he talks to. This dissemination 
includes a copy of the Special Order speech and a one-page 
outline of the course. He then goes on to describe the role of 
the course in this process:

          The course is only one in a series of strategies 
        designed to implement a strategy of renewing American 
        civilization.

(Ex. 51, GDC 08891). Another strategy involving the course is:

          Getting Republican activists committed to renewing 
        American civilization, to setting up workshops built 
        around the course, and to opening the party up to every 
        citizen who wants to renew American civilization.

(Ex. 51, GDC 08892). 25 Jana Rogers, the Site Host 
Coordinator for the course in 1993, was shown a copy of this 
memorandum and said she had seen it in the course of her work 
at GOPAC. (7/3/96 Rogers Tr. 64). She said that this 
represented what she was doing in her job with the course. (7/
3/96 Rogers Tr. 67-69). Steve Hanser, a paid GOPAC consultant 
and someone who worked on the course, also said that the 
contents of the memorandum were consistent with the strategy 
related to the movement. (6/28/96 Hanser Tr. 42-45).
---------------------------------------------------------------------------
    \25\ The ``party'' referred to in the quote is the Republican 
Party. (11/13/96 Gingrich Tr. 80).
---------------------------------------------------------------------------
    The most direct description of the role of the course in 
relation to the movement to renew American civilization is set 
out in a document which Mr. Gingrich indicates he wrote. (7/17/
96 Gingrich Tr. 162-163). The document has a fax stamp date of 
May 13, 1993 and indicates it is from the Republican Whip's 
Office. (Ex. 52, GDC 10639-10649). The document has three parts 
to it. The first is entitled ``Renewing America Vision'' (Ex. 
52, GDC 10639-10643); the second is entitled ``Renewing America 
Strategies'' (Ex. 52, GDC 10644-10646); and the third is 
entitled ``Renewing American Civilization Our Goal.'' (Ex. 52, 
GDC 10647-10649). Mr. Gingrich said that the third part was 
actually a separate document. (7/17/96 Gingrich Tr. 162-164). 
While all three parts are labeled ``draft,'' the document was 
distributed to a number of Mr. Gingrich's staff members and 
associates, including Mr. Hanser, Ms. Prochnow, Ms. Rogers, Mr. 
Gaylord, Mr. Eisenach, and Allan Lipsett (a press secretary). 
Each of the recipients of the document have described it as an 
accurate description of the Renewing American Civilization 
movement. (6/28/96 Hanser Tr. 48, 53; 7/10/96 Prochnow Tr. 70-
71; 7/3/96 Rogers Tr. 71-75; 7/15/96 Gaylord Tr. 66-67; 7/12/96 
Eisenach Tr. 148-149, 272-275; Lipsett Tr. 30-31). 26 In 
the first section, Mr. Gingrich wrote:
---------------------------------------------------------------------------
    \26\ Mr. Eisenach apparently sent a copy of this to a GOPAC 
supporter in preparation for a meeting in May of 1993. (7/12/96 
Eisenach Tr. 146-149). In the accompanying letter, Mr. Eisenach said: 
``The enclosed materials provide some background for our discussions, 
which I expect will begin with a review of the Vision, Strategies and 
Goals of our efforts to Renew American Civilization. The class Newt is 
teaching at Kennesaw State College this Fall is central to that effort, 
and GOPAC and the newly created Progress & Freedom Foundation both play 
important roles as well. (Ex. 13, GOPAC2 2337).''

          The challenge to us is to be positive, to be 
        specific, to be intellectually serious, and to be able 
        to communicate in clear language a clear vision of the 
        American people and why it is possible to create that 
        America in our generation.
          Once the American people understand what they can 
        have they will insist that their politicians abolish 
        the welfare state which is crippling them, their 
        children, and their country and that they replace it 
        with an opportunity society based on historically 
        proven principles that we see working all around us.

(Ex. 52, GDC 10643).

    In the second portion of the document, Mr. Gingrich 
describes how the vision of renewing America will be 
accomplished. He lists thirteen separate efforts that fall into 
categories of communication of the ideas in clear language, 
educating people in the principles of replacing the welfare 
state with an opportunity society, and recruiting public 
officials and activists to implement the doctrines of renewing 
American civilization. (Ex. 52, GDC 10644-10646).
    In the third section, Mr. Gingrich explicitly connects the 
course to the movement. First he starts out with three 
propositions that form the core of the course: (1) a refrain he 
refers to as the ``four can'ts;'' 27 (2) the welfare state 
has failed; and (3) the welfare state must be replaced because 
it cannot be repaired. (Ex. 52, GDC 10647; see also Ex. 54, PFF 
18361, 18365-18367). He then described the goal of the 
movement:
---------------------------------------------------------------------------
    \27\ This refrain goes as follows: ``You cannot maintain a 
civilization with twelve-year-olds having babies, fifteen-year-olds 
shooting each other, seventeen-year-olds dying of AIDS, and eighteen-
year-olds getting diplomas they can't read.''

    Our overall goal is to develop a blueprint for renewing 
America by replacing the welfare state, recruit, discover, 
arouse and network together 200,000 activists including 
candidates for elected office at all levels, and arouse enough 
volunteers and contributors to win a sweeping victory in 1996 
and then actually implement our victory in the first three 
months of 1997.
    Our specific goals are to:
          1. By April 1996 have a thorough, practical blueprint 
        for replacing the welfare state that can be understood 
        and supported by voters and activists.
          We will teach a course on Renewing American 
        civilization on ten Saturday mornings this fall and 
        make it available by satellite, by audio and video tape 
        and by computer to interested activists across the 
        country. A month will then be spent redesigning the 
        course based on feedback and better ideas. Then the 
        course will be retaught in Winter Quarter 1994. It will 
        then be rethought and redesigned for nine months of 
        critical re-evaluation based on active working groups 
        actually applying ideas across the country the course 
        will be taught for one final time in Winter Quarter 
        1996.
          2. Have created a movement and momentum which require 
        the national press corps to actually study the material 
        in order to report the phenomenon thus infecting them 
        with new ideas, new language and new perspectives.
          3. Have a cadre of at least 200,000 people committed 
        to the general ideas so they are creating an echo 
        effect on talk radio and in letters to the editor and 
        most of our candidates and campaigns reflect the 
        concepts of renewing America.
          Replacing the welfare state will require about 
        200,000 activists (willing to learn now [sic] to 
        replace the welfare state, to run for office and to 
        actually replace the welfare state once in office) and 
        about six million supporters (willing to write checks, 
        put up yard signs, or do a half day's volunteer work).

(Ex. 52, GDC 10647-10649). The ``sweeping victory'' referred to 
above is by Republicans. (11/13/96 Gingrich Tr. 86). The 
reference to ``our candidates'' above is to Republican 
candidates. (11/13/96 Gingrich Tr. 90). According to Mr. 
Gingrich, Mr. Gaylord, and Mr. Eisenach, the three goals set 
forth above were to be accomplished by the course. (7/17/96 
Gingrich Tr. 174-179; 7/15/96 Gaylord Tr. 66-67; 7/12/96 
Eisenach Tr. 225; Ex. 55, GOPAC2 2419; Ex. 56, GOPAC2 2172-
2173; Ex. 57, Mescon 0626).
    In various descriptions of the course, Mr. Gingrich stated 
that his intention was to teach it over a four-year period. 
After each teaching of the course he intended to have it 
reviewed and improved. The ultimate goal was to have a final 
product developed by April of 1996. (7/17/96 Gingrich Tr. 109; 
Ex. 56, GOPAC2 2170). An explanation of this goal is found in a 
three-page document, in Mr. Gingrich's handwriting, entitled 
``End State April 1996.'' (Ex. 58, PFF 20107-20109). Mr. 
Gingrich said he wrote this document early in the process of 
developing the movement and described it as a statement of 
where he hoped to be by April 1996 in regard to the movement 
and the course. (7/17/96 Gingrich Tr. 108-115). On the first 
page he wrote that the 200,000 plus activists will have a 
common language and general vision of renewing America, and a 
commitment to replacing the welfare state. In addition, 
``[v]irtually all Republican incumbents and candidates [will] 
have the common language and goals.'' (Ex. 58, PFF 20107). On 
the second page he wrote that the ``Republican platform will 
clearly be shaped by the vision, language, goals and analysis 
of renewing America.'' (Ex. 58, PFF 20108). In addition, 
virtually all Republican Presidential candidates will broadly 
agree on that vision, language, goals and analysis. (Ex. 58, 
PFF 20108). The Clinton administration and the Democratic Party 
will be measured by the vision, principles and goals of 
renewing America and there will be virtual agreement that the 
welfare state has failed. (Ex. 58, PFF 20108). On the last page 
Mr. Gingrich wrote a timeline for the course running from 
September of 1993 through March of 1996. At the point on the 
timeline where November 1994 appears, he wrote the word 
``Election.'' (Ex. 58, PFF 20109). When Mr. Hanser was asked 
about this document he said that the vision, language, and 
concepts of the Renewing American Civilization movement 
discussed in the document were being developed in the course. 
(6/28/96 Hanser Tr. 53). He went on to say that ``End State'' 
was ``an application of those ideas to a specific political 
end,which is one of the purposes, remember, for the course.'' 
(6/28/96 Hanser Tr. 54). There was an appreciation that this would be 
primarily a Republican endeavor. (6/28/96 Hanser Tr. 30).

              C. GOPAC and Renewing American Civilization

    As discussed above, GOPAC was a political action committee 
dedicated to, among other things, achieving Republican control 
of the United States House of Representatives. (11/13/96 
Gingrich Tr. 169; 7/3/96 Rogers Tr. 38-40). One of the methods 
it used was the creation of a political message and the 
dissemination of that message. (7/12/96 Eisenach Tr. 18-19; 6/
28/96 Hanser Tr. 13-14; 7/3/96 Rogers Tr. 36). The tool 
principally used by GOPAC to disseminate its message was 
audiotapes and videotapes. These were sent to Republican 
activists, elected officials, potential candidates, and the 
public. The ultimate purpose of this effort was to help 
Republicans win elections. (6/27/96 Nelson Tr. 21-22; 7/15/96 
Gaylord Tr. 37, 39; 7/3/96 Rogers Tr. 35-36).

    1. GOPAC's Adoption of the Renewing American Civilization Theme

    At least as of late January 1993, Mr. Gingrich and Mr. 
Eisenach had decided that GOPAC's political message for 1993 
and 1994 would be ``Renewing American Civilization.'' 28 
(Ex. 59, PFF 37584-37590; 11/13/96 Gingrich Tr. 157; 7/17/96 
Gingrich Tr. 61-62, 74; 7/15/96 Gaylord Tr. 35-36, 42-43; 7/3/
96 Rogers Tr. 35, 54-56; 6/28/96 Taylor Tr. 26; 6/27/96 Nelson 
Tr. 34, 46). As described in a February 1993 memorandum over 
Mr. Gingrich's name to GOPAC Charter Members:
---------------------------------------------------------------------------
    \28\ As mentioned above, the earliest mention of the Renewing 
American Civilization course was in February 1993. (Ex. 47, JR-
0000646).

          GOPAC's core mission--to provide the ideas and the 
        message for Republicans to win at the grass roots--is 
        now more important than ever, and we have important 
        plans for 1993 and for the 1993-1994 cycle. The final 
        enclosure is a memorandum from Jeff Eisenach outlining 
        our 1993 program which I encourage you to review 
---------------------------------------------------------------------------
        carefully and, again, let me know what you think.

(Ex. 60, PFF 37569). The attached memorandum, dated February 1, 
1993, is from Mr. Eisenach to Mr. Gingrich and references their 
recent discussions concerning GOPAC's political program for 
1993. (Ex. 59, PFF 37584-37590). It then lists five different 
programs. The fourth one states:

          (4) Message Development/''Renewing American 
        Civilization''--focus group project designed to test 
        and improve the ``Renewing American Civilization'' 
        message in preparation for its use in 1993 legislative 
        campaigns and 1994 Congressional races.

(Ex. 59, PFF 37584) (emphasis in original). Of the other four 
programs listed, three relate directly to the use of the 
Renewing American Civilization message. The fourth--the `` 
`Tory (Franchise) Model' R & D''--was not done. (7/12/96 
Eisenach Tr. 188). This same political program was also listed 
in two separate GOPAC documents dated April 26, 1993. One is 
entitled ``1993 GOPAC POLITICAL PROGRAM'' (Ex. 61, PP001187-
00193) and the other is the ``GOPAC Report to Shareholders.'' 
(Ex. 62, Eisenach 2536-2545). The first page of the Report to 
Shareholders states:

          The challenge facing Republicans, however, is an 
        awesome one: We must build a governing majority, 
        founded on basic principles, that is prepared to do 
        what we failed to do during the last 12 years: Replace 
        the Welfare State with an Opportunity Society and 
        demonstrate that our ideas are the key to progress, 
        freedom and the Renewal of American Civilization.

(Ex. 62, Eisenach 2536).

    In describing the political programs, these documents 
provide status reports that indicate that the Renewing American 
Civilization message is at the center of each project. Under 
``Off-Year State Legislative Races (New Jersey, Virginia)'' the 
project is described as ``Newt speaking at and teaching 
training seminar for candidates at [a June 5, 1993] Virginia 
Republican Convention.'' (Ex. 61, PP001187; Ex. 62, Eisenach 
2540). 29 As discussed below, that speech and training 
session centered on the Renewing American Civilization message. 
Under ``Ongoing Political Activities'' the first aspect of the 
project is described as sending tapes and establishing a 
training module on Renewing American Civilization and health 
care. (Ex. 61, PP001187; Ex. 62, Eisenach 2540). Under 
``Curriculum Update and Expansion'' the project is described as 
the production of new training tapes based on Mr. Gingrich's 
session at the Virginia Republican Convention. (Ex. 61, 
PP01189; Ex. 62, Eisenach 2541). 30
---------------------------------------------------------------------------
    \29\ It is not clear whether any work was done in New Jersey 
because that state had a Republican legislature and did not need 
GOPAC's help. (7/15/96 Gaylord Tr. 42).
    \30\ GOPAC later produced two tapes from the session. One was 
called ``Renewing American Civilization'' and was mailed to 8,742 
people. (Ex. 63, JG 000001693). The other was called ``Leading the 
Majority'' and became a major training tool for GOPAC, used at least 
into 1996. (6/27/96 Nelson Tr. 18). Both are based on the Renewing 
American Civilization message and contain the core elements of the 
course. The ``Renewing American Civilization'' tape contains more of 
the RAC philosophy than the ``Leading the Majority'' tape, however, 
both contain the basics of the course that Mr. Gingrich describes as 
the ``central proposition'' or ``heart of the course.'' (Ex. 56, GOPAC2 
2146-2209; Ex. 64, PP000330-000337; Ex. 54, PFF 18361, 18365-18367).
---------------------------------------------------------------------------

  2. GOPAC'S Inability to Fund Its Political Projects in 1992 and 1993

    At the end of 1992, GOPAC was at least $250,000 short of 
its target income (Ex. 65, PFF 38054) and financial problems 
lasted throughout 1993. (7/15/96 Gaylord Tr. 71-72). Because of 
these financial shortfalls, GOPAC had to curtail its political 
projects, particularly the tape program described above. (Ex. 
65, PFF 38054-38060; Ex. 66, WGC 07428; 7/15/96 Gaylord Tr. 71-
72, 76). For example, according to Mr. Gaylord, GOPAC usually 
sent out eight tapes a year; however, in 1993, it only sent out 
two. (7/15/96 Gaylord Tr. 76). One of these was the ``Renewing 
American Civilization'' tape made from Mr. Gingrich's June 1993 
training session at the Virginia Republican Convention (Ex. 63, 
JG 000001693). Accompanying the mailing of this tape was a 
letter from Joe Gaylord in his role as Chairman of GOPAC. That 
letter states:

          Ideas matter, and replacing the welfare state with an 
        Opportunity society is so important that Newt is 
        developing a college course that he'll be teaching this 
        fall on this subject, Renewing American Civilization.
          I wanted you to hear his initial thoughts because it 
        seems to me that we can't answer the question ``What 
        does the Republican Party stand for?'' without 
        considering the issues Newt has raised in this speech.

(Ex. 67, WGC 06215).

    In light of GOPAC's poor financial condition, the 
dissemination of the Renewing American Civilization message 
through the course was beneficial to its political projects. In 
this regard, the following exchange occurred with Mr. Gingrich:

          Mr. Cole: [I]s one of the things GOPAC wanted to have 
        done during 1993 and 1994 was the dissemination of its 
        message; is that correct?
          Mr. Gingrich: Yes.
          Mr. Cole: GOPAC also did not have much money in those 
        years; is that correct?
          Mr. Gingrich: That is correct. Particularly--it gets 
        better in '94, but '93 was very tight.
          Mr. Cole: That curtailed how much it could spend on 
        disseminating its message?
          Mr. Gingrich: Right.
          Mr. Cole: The message that it was trying to 
        disseminate was the Renewing American Civilization 
        message; is that right?
          Mr. Gingrich: Was the theme, yes.

    (11/13/96 Gingrich Tr. 157-158). With respect to whether 
the dissemination of the course benefited GOPAC, the following 
exchange occurred:

          Mr. Cole: Was GOPAC better off in a situation where 
        the message that it had chosen as its political message 
        for those years was being disseminated by the course? 
        Was it better off?
          Mr. Gingrich: The answer is yes.

    (11/13/96 Gingrich Tr. 167).

 3. GOPAC's Involvement in the Development, Funding, and Management of 
               the Renewing American Civilization Course

                           a. GOPAC personnel

    Starting at least as early as February 1993, Mr. Eisenach, 
then GOPAC's Executive Director, was involved in developing the 
Renewing American Civilization course. Although Mr. Eisenach 
has stated that Mr. Gaylord was responsible for the development 
of the course until mid-May 1993 (7/12/96 Eisenach Tr. 71-75; 
Ex. 68, Eisenach Testimony Before House Ethics Committee at Tr. 
142; Ex. 69, PFF 1167), Mr. Gaylord stated that he never had 
such a responsibility. (7/15/96 Gaylord Tr. 15-18). 
Additionally, Mr. Gingrich and others involved in the 
development of the course identified Mr. Eisenach as the person 
primarily responsible for the development of the course from 
early on. (7/17/96 Gingrich Tr. 117, 121; 6/13/96 Mescon Tr. 
30-31; 6/28/96 Hanser Tr. 74-75; 7/3/96 Rogers Tr. 17-18, 22). 
31 Several documents also establish Mr. Eisenach's role in 
the development of the course starting at an early stage. One 
document written by Mr. Eisenach is dated February 25, 1993, 
and shows him, as well as others, tasked with course 
development and marketing. (Ex. 70, PFF 16628). A memorandum 
from Mr. Gingrich to Mr. Mescon, dated March 1, 1993, describes 
how Mr. Eisenach is involved in contacting a number of 
institutions in regard to funding for the course. (Ex. 71, KSC 
3491).
---------------------------------------------------------------------------
    \31\ The February 15, 1993, agenda for the meeting where the RAC 
course and other GOPAC issues were discussed, lists Mr. Eisenach as an 
attendee, but does not list Mr. Gaylord as being present. (Ex. 47, JR-
0000645).
---------------------------------------------------------------------------
    Aside from Mr. Eisenach, other people affiliated with GOPAC 
were involved in the development of the course. Mr. Gingrich 
was General Chairman of GOPAC and had a substantial role in the 
course. Jana Rogers served as Mr. Eisenach's executive 
assistant at GOPAC during the early part of 1993 and in that 
role worked on the development of the course. (7/3/96 Rogers 
Tr. 16-17). In June 1993, she temporarily left GOPAC at Mr. 
Eisenach's request to become the course's Site Host 
Coordinator. As a condition of her becoming the site host 
coordinator, she received assurances from both Mr. Eisenach and 
Mr. Gaylord that she could return to GOPAC when she had 
finished her assignment with the course. (7/3/96 Rogers Tr. 12-
16). After approximately five months as the course's Site Host 
Coordinator, she returned to GOPAC for a brief time. (7/3/96 
Rogers 24-25). Steve Hanser, a member of the GOPAC Board and a 
paid GOPAC consultant, helped develop the course. (6/28/96 
Hanser Tr. 10, 19-21). Mr. Gaylord was a paid consultant for 
GOPAC and had a role in developing the course. (7/15/96 Gaylord 
Tr. 15).
    Pamla Prochnow was hired as the Finance Director for GOPAC 
in April 1993. 32 Ms. Prochnow spent a portion of her 
early time at GOPAC raising funds for the course. (7/10/96 
Prochnow Tr. 14-16; 6/13/96 Mescon Tr. 63-67, 82; Ex. 74, 
Documents produced by Prochnow). 33 A number of the people 
and entities she contacted were GOPAC supporters. In fact, 
according to Mr. Eisenach, approximately half of the first 
year's funding for the course came from GOPAC supporters. (Ex. 
69, PFF 1168-1169). Some of those people also helped fund the 
course in 1994. (See attachments to Ex. 69, PFF 1252-1277) (the 
documents contain Mr. Eisenach's marks of ``G'' next to the 
people, companies, and foundations that were donors or related 
to donors to GOPAC.))
---------------------------------------------------------------------------
    \32\ During her interviewing process, Ms. Prochnow was provided 
with materials to help her understand the goals of GOPAC. (Ex. 72, 
GOPAC2 0529). Although she has no specific recollection as to what 
these materials were, she believes they were materials related to the 
Renewing American Civilization movement. (7/10/96 Prochnow Tr. 18-19; 
Ex. 73, PP000459-000463; PP00778).
    \33\ Mr. Eisenach has stated that he did not ask Ms. Prochnow to do 
this fundraising work, but rather Mr. Gaylord did. (7/12/96 Eisenach 
Tr. 71, 75; Ex. 65, PFF 1168). However, both Mr. Gaylord and Ms. 
Prochnow clearly state that it was Mr. Eisenach, not Mr. Gaylord, who 
directed Ms. Prochnow to perform the fundraising work. (7/15/96 Gaylord 
Tr. 16, 17; 7/10/96 Prochnow Tr. 14, 73-74; Ex. 71, Letter dated July 
25, 1996, from Prochnow's attorney).
---------------------------------------------------------------------------
    When Mr. Eisenach resigned from GOPAC and assumed the title 
of the course's project director, two GOPAC employees joined 
him in his efforts. Kelly Goodsell had been Mr. Eisenach's 
Administrative Assistant at GOPAC since March of 1993 (7/9/96 
Goodsell Tr. 8, 11), and Michael DuGally had been an employee 
at GOPAC since January 1992. (7/19/96 DuGally Tr. 9-10). Both 
went to work on the course as employees of Mr. Eisenach's 
Washington Policy Group (``WPG'').34 In the contract 
between WPG and KSCF, it was understood that WPG would devote 
one-half of the time of its employees to working on the course. 
WPG had only one other client at this time--GOPAC. In its 
contract with GOPAC, WPG was to receive the same monthly fee as 
was being paid by KSCF in return for one-half of the time of 
WPG's employees. (Ex. 76, PFF 37450-37451). The contract also 
stated that to the extent that WPG did not devote full time to 
KSCF and GOPAC projects, an adjustment in the fee paid to WPG 
would be made. (Ex. 76, PFF 37450). Neither Ms. Goodsell nor 
Mr. DuGally worked on any GOPAC project after they started 
working on the course in June of 1993. (7/9/96 Goodsell Tr. 8, 
10-11; 7/19/96 DuGally Tr. 14). Mr. Eisenach said that he spent 
at the most one-third of his time during this period on GOPAC 
projects. (7/12/96 Eisenach Tr. 36-37). No adjustment to WPG's 
fee was made by GOPAC. (7/12/96 Eisenach Tr. 44).35
---------------------------------------------------------------------------
    \34\ As discussed earlier, WPG was a corporation formed by Mr. 
Eisenach which had a contract with KSCF to run all aspects of the 
course.
    \35\ The only other person who was involved in the early 
development of the course was Nancy Desmond. She did not work for 
GOPAC, but had been a volunteer at Mr. Gingrich's campaign office for 
approximately a year before starting to work on the course. (6/13/96 
Desmond Tr. 15-16). She continued to work as a volunteer for Mr. 
Gingrich's campaign until July of 1993, when she was told to resign 
from the campaign because of the perceived negative image her two roles 
would project. (6/13/96 Desmond Tr. 37-38; Ex. 77, PFF 38289).
---------------------------------------------------------------------------
    The February 15, 1993, agenda discussed above also gives 
some indication of GOPAC's role in the development of the 
Renewing American Civilization course. (Ex. 47, JR-0000645-
0000647). Of the eight attendees at that meeting, five worked 
for or were closely associated with GOPAC (Mr. DuGally, Mr. 
Eisenach and Ms. Rogers were employees, Mr. Hanser was a member 
of the Board and a paid GOPAC consultant, and Mr. Gingrich was 
the General Chairman). Furthermore, the agenda for that meeting 
indicates that GOPAC political issues were to be discussed as 
well as course planning issues. Two of the GOPAC political 
issues apparently related to: (1) the political program 
described in the February 1, 1993,memorandum which lists four 
of GOPAC's five political projects as relating to Renewing American 
Civilization (Ex. 60, PFF 37569-37576), and (2) GOPAC's Charter Meeting 
agenda entitled ``Renewing American Civilization.'' As discussed below, 
this Charter Meeting included breakout sessions to help develop a 
number of the lectures for the course, as well as GOPAC's message for 
the 1993-1994 election cycle. (Ex. 78, PP00448-PP000452). As Mr. 
Gingrich stated in his interview, his intention was to have GOPAC use 
Renewing American Civilization as its message during this time frame. 
(7/17/96 Gingrich Tr. 74; 7/3/96 Rogers Tr. 54-56).
    In 1993 Mr. Eisenach periodically produced a list of GOPAC 
projects. The list is entitled ``Major Projects Underway'' and 
was used for staff meetings. (7/12/96 Eisenach Tr. 213; 7/15/96 
Gaylord Tr. 79-80; 6/28/96 Taylor Tr. 43-44). Items related to 
the Renewing American Civilization course were listed in 
several places on GOPAC's project sheets. For example, from 
April 1993 through at least June 1993, ``Renewing American 
Civilization Support'' is listed under the ``Planning/Other'' 
section of GOPAC's projects sheets. (Ex. 79, JG 000001139, JG 
000001152, JG 000001173, JG 000001270). Another entry which 
appears a number of times under ``Planning/Other'' is ``RAC 
Pert Chart, etc.'' (Ex. 79, JG 000001152, JG 000001173, JG 
000001270). It refers to a time-line Mr. Eisenach wrote while 
he was the Executive Director of GOPAC relating to the 
development of the various components of the course, including 
marketing and site coordination, funding, readings, and the 
course textbook. (Ex. 80, PFF 7529-7533; 7/12/96 Eisenach Tr. 
212-213). Finally, under the heading ``Political'' on the May 
7, 1993, project sheet, is listed the phrase ``CR/RAC Letter.'' 
(Ex. 79, JG 000001152). This refers to a mailing about the 
course sent over Mr. Gingrich's name by GOPAC to approximately 
1,000 College Republicans. (Ex. 81, Mescon 0918, 0915, 0914 and 
Meeks 0038-0040; 7/15/96 Gaylord Tr. 81-82).

        b. Involvement of GOPAC charter members in course design

    As discussed earlier, Mr. Gingrich had a meeting with GOPAC 
Charter Members in January 1993 to discuss the ideas of 
Renewing American Civilization. (11/13/96 Gingrich Tr. 132). 
According to a letter written about that meeting, the idea to 
teach arose from that meeting. In April 1993, GOPAC held its 
semi-annual Charter Meeting. Its theme was ``Renewing American 
Civilization.'' (Ex. 78, PP000448-PP000452). Mr. Gingrich gave 
the keynote address, entitled ``Renewing American 
Civilization,'' and there were five breakout sessions entitled 
``Advancing the Five Pillars of Twenty-first Century 
Democracy.'' (Ex. 78, PP000449). Each of the breakout sessions 
was named for a lecture in the course, and these sessions were 
used to help develop the content of the course (11/13/96 
Gingrich Tr. 164-165; 7/17/96 Gingrich Tr. 69-70; 7/12/96 
Eisenach Tr. 144-146; 7/15/96 Gaylord Tr. 46) as well as 
GOPAC's political message for the 1993 legislative campaigns 
and the 1994 congressional races. (11/13/96 Gingrich Tr. 164-
165; Ex. 62, Eisenach 2540). As stated in a memorandum from Mr. 
Eisenach to GOPAC Charter Members, these breakout sessions were 
intended to ``dramatically improve both our understanding of 
the subject and our ability to communicate it.'' (Ex. 82, 
Roberts 0045-0048).

                        c. Letters sent by GOPAC

    In June of 1993, GOPAC sent a letter over Mr. Gingrich's 
signature stating that ``it is vital for Republicans to now 
DEVELOP and put forward OUR agenda for America.'' (Ex. 83, 
PP000534) (emphasis in original). In discussing an enclosed 
survey the letter states:

          It is the opening step in what I want to be an 
        unprecedented mobilization effort for Republicans to 
        begin the process of replacing America's failed welfare 
        state.
          And the key political component of that effort will 
        be an all-out drive to end the Democrat's 40 year 
        control of the U.S. House or Representatives in 1994!

(Ex. 83, PP000535).36 The letter then states that it is 
important to develop the themes and ideas that will be needed 
to accomplish the victory in 1994. (Ex. 83, PP000536). In 
language that is very similar to the core of the course, but 
with an overtly partisan aspect added to it, the letter states:
---------------------------------------------------------------------------
    \36\ The copy of the letter produced is a draft. While Mr. Gingrich 
was not able to specifically identify the letter, he did state that the 
letter fit the message and represented the major theme of GOPAC at that 
time. (7/17/96 Gingrich Tr. 60-61).

    Personally, I believe we can and should turn the 1994 
midterm elections into not just a referendum on President 
Clinton, but on whether we maintain or replace the welfare 
state and the Democratic Party which supports it.
    I believe the welfare state which the Democrats have 
created has failed.
    In fact, I challenge anyone to say that it has succeeded, 
when today in America twelve year olds are having children, 
fifteen year olds are killing each other, seventeen year olds 
are dying of AIDS and eighteen year olds are being given high 
school diplomas they cannot even read.
          * * * * * * *
    And what I want to see our Party work to replace it with is 
a plan to renew America based on what I call ``pillars'' of 
freedom and progress:
          (1) Personal strength;
          (2) A commitment to quality in the workplace;
          (3) Spirit of American Inventiveness;
          (4) Entrepreneurial free enterprise applied to both 
        the private and public sectors;
          (5) Applying the lessons of American history as to 
        what works for Americans to proposed government 
        solutions to our problems.
    After being active in politics for thirty years, and being 
in Congress for fourteen of them, I firmly believe these five 
principles can develop a revolutionary change in government. 
Properly applied, they can dramatically improve safety, health, 
education, job creation, the environment, the family and our 
national defense.

(Ex. 83, PP000536).

    In other letters sent out by GOPAC, the role of the 
Renewing American Civilization course in relation to the 
Republican political goals of GOPAC were described in explicit 
terms. A letter to Neil Gagnon, dated May 5, 1993, over Mr. 
Gingrich's name, states:

          As we discussed, it is time to lay down a blue 
        print--which is why in part I am teaching the course on 
        Renewing American Civilization. Hopefully, it will 
        provide the structure to build an offense so that 
        Republicans can break through dramatically in 1996. We 
        have a good chance to make significant gains in 1994, 
        but only if we can reach the point where we are united 
        behind a positive message, as well as a critique of the 
        Clinton program.37
---------------------------------------------------------------------------
    \37\ Jana Rogers had not seen this letter before her interview, but 
after reading it she said that through her work on the course, she 
believed the contents of the letter set out one of the goals of the 
Renewing American Civilization course. (7/3/96 Rogers Tr. 75-76).
---------------------------------------------------------------------------

(Ex. 84, GOPAC2 0003).

    In a letter dated June 21, 1993, that Pamla Prochnow, 
GOPAC's new finance director, sent to Charter Members as a 
follow-up to an earlier letter from Mr. Gingrich, she states:

          As the new finance director, I want to introduce 
        myself and to assure you of my commitment and 
        enthusiasm to the recruitment and training of 
        grassroots Republican candidates. In addition, with the 
        course Newt will be teaching in the fall--Renewing 
        American Civilization--I see a very real opportunity to 
        educate the American voting population to Republican 
        ideals, increasing our opportunity to win local, state 
        and Congressional seats.38
---------------------------------------------------------------------------
    \38\ Both Dr. Mescon and Dr. Siegel of KSC were shown some of these 
letters. They both said that had they known of this intention in regard 
to the course, they would not have viewed it as an appropriate project 
for KSC. (6/13/96 Mescon Tr. 84-87; 6/13/96 Siegel Tr. 60-62).
---------------------------------------------------------------------------

(Ex. 85, PP000194).

    On January 3, 1994, Ms. Prochnow sent another letter to the 
Charter Members. It states:

          As we begin the new year, we know our goals and have 
        in place the winning strategies. The primary mission is 
        to elect Republicans at the local, state and 
        congressional level. There, also, is the strong 
        emphasis on broadcasting the message of renewing 
        American civilization to achieve peace and prosperity 
        in this country.

(Ex. 86, PP000866).

    In another letter sent over Mr. Gingrich's name, the course 
is again discussed. The letter, dated May 12, 1994, is 
addressed to Marc Bergschneider and states:

          I am encouraged by your understanding that the 
        welfare state cannot merely be repaired, but must be 
        replaced and have made a goal of activating at least 
        200,000 citizen activists nationwide through my course, 
        Renewing American Civilization. We hope to educate 
        people with the fact that we are entering the 
        information society. In order to make sense of this 
        society, we must rebuild an opportunistic country. In 
        essence, if we can reach Americans through my course, 
        independent expenditures, GOPAC and other strategies, 
        we just might unseat the Democratic majority in the 
        House in 1994 and make government accountable again.

(Ex. 87, GDC 01137).

    Current and former GOPAC employees said that before a 
letter would go out over Mr. Gingrich's signature, it would be 
approved by him. (7/3/96 Rogers Tr. 88; 6/27/96 Nelson Tr. 56-
60). According to Mr. Eisenach, Mr. Gingrich ``typically'' 
reviewed letters that went out over his signature, but did not 
sign all letters that were part of a mass mailing. (7/12/96 
Eisenach Tr. 35). With respect to letters sent to individuals 
over Mr. Gingrich's name, Mr. Eisenach said the following:

          Mr. Eisenach: [Mr. Gingrich] would either review 
        those personally or be generally aware of the content. 
        In other words, on rare, if any, occasions, did I or 
        anybody else invent the idea of sending a letter to 
        somebody, write the letter, send it under Newt's 
        signature and never check with him to see whether he 
        wanted the letter to go.
          There were occasions--now, sometimes that would be--
        Newt and I would discuss the generic need for a letter. 
        I would write the letter and send it and fax a copy to 
        him and make sure he knew that it had been sent.
          Mr. Cole: Would you generally review the contents of 
        the letter with him prior to it going out?
          Mr. Eisenach: Not necessarily word for word. It would 
        depend. But as a general matter, yes.

(7/12/96 Eisenach Tr. 36). Mr. Gingrich's Administrative 
Assistant, Rachel Robinson, stated that in 1993 and 1994 
whenever she received a letter or other document for Mr. 
Gingrich that was to be filed, she would sign Mr. Gingrich's 
name on the document and place her initials on it. This 
``usually'' meant that Mr. Gingrich had seen the letter. (9/6/
96 Robinson Tr. 4). The letter sent to Mr. Bergschneider on May 
12, 1994, was produced from the files of Mr. Gingrich's 
Washington, D.C. office and has Ms. Robinson's initials on it. 
(9/6/96 Robinson Tr. 4).
    The letters sent out over Mr. Gingrich's signature were 
shown to Mr. Gingrich during an interview. He said that none of 
them contained his signature, he did not recall seeing them 
prior to the interview, and said he would not have written them 
in the language used. (7/17/96 Gingrich Tr. 77-78, 140-141). 
Mr. Gaylord said that ``it seemed to [him] there was a whole 
series of kind of usual correspondence that was done by the 
staff'' that Mr. Gingrich would not see. (7/15/96 Gaylord Tr. 
77). The content of the letters listed above, however, are 
quite similar to statements made directly by Mr. Gingrich about 
the movement and the role of the course in the movement. (See, 
e.g., Ex. 47, JR-0000646 (``emphasis is on the Republican Party 
as the primary vehicle for renewing American civilization''); 
Ex. 52 GDC 10639-10649 (``sweeping victory'' will be 
accomplished through the course); Ex. 88, GDC 10729-10733 
(``Democrats are the party of the welfare state.'' ``Only by 
voting Republican can the welfare state be replaced and an 
opportunity society be created.''))

  D. ``Replacing the Welfare State With an Opportunity Society'' as a 
                             Political Tool

    According to Mr. Gingrich, the main theme of both the 
Renewing American Civilization movement and the course was the 
replacement of the welfare state with an opportunity society. 
(7/17/96 Gingrich Tr. 52, 61, 170; 11/13/96 Gingrich Tr. 85). 
Mr. Gingrich also said, ``I believe that to replace the welfare 
state you almost certainly had to have a [R]epublican 
majority.'' (7/17/96 Gingrich Tr. 51). ``I think it's hard to 
replace the welfare state with the [D]emocrats in charge.'' (7/
17/96 Gingrich Tr. 62). The course was designed to communicate 
the vision and language of the Renewing American Civilization 
movement and ``was seen as a tool that could be used to replace 
the welfare state.'' (7/17/96 Gingrich Tr. 159-160; see also 
11/13/96 Gingrich Tr. 47, 76).39
---------------------------------------------------------------------------
    \39\ During his interview, the following exchange occurred 
regarding the movement:
    Mr. Cole: Yet there was an emphasis in the movement on the 
Republican Party?
    Mr. Gingrich: There certainly was on my part, yes.
    Mr. Cole: You were at the head of the movement, were you not?
    Mr. Gingrich: Well, I was the guy trying to create it.
    Mr. Cole: The course was used as the tool to communicate the 
message of the movement, was it not?
    Mr. Gingrich: Yes, it was a tool, yes.
    (11/13/96 Gingrich Tr. 76).
---------------------------------------------------------------------------
    In addition to being the title of a movement, the course, 
and GOPAC's political message for 1993 and 1994, ``Renewing 
American Civilization'' was also the main message of virtually 
every political and campaign speech made by Mr. Gingrich in 
1993 and 1994. (7/17/96 Gingrich Tr. 69).40 According to 
Mr. Gingrich, there was an effort in 1994 to use the ``welfare 
state'' label as a campaign tool against the Democrats and to 
use the ``opportunity society'' label as an identification for 
the Republicans. (7/17/96 Gingrich Tr. 113). Mr. Gingrich made 
similar comments in a subsequent interview:
---------------------------------------------------------------------------
    \40\ According to Ms. Rogers, the course's Site Host Coordinator, 
there was coordination between the message, the movement, and 
activists. ``They were extensions of Newt and each had to make--each 
group had to make sure--what I mean specifically is GOPAC and the class 
had to make sure that they were using the same message that Newt was 
trying to disseminate, that it was identical.
    (7/3/96 Rogers Tr. 54).
---------------------------------------------------------------------------
          Mr. Cole: During [1993-1994] was there an effort to 
        connect the Democrats with the welfare state?
          Mr. Gingrich: Absolutely; routinely and repetitively.
          Mr. Cole: And a campaign use of that?
          Mr. Gingrich: Absolutely.
          Mr. Cole: A partisan use, if you will?
          Mr. Gingrich: Absolutely.
          Mr. Cole: And was there an effort to connect the 
        Republicans with the opportunity society?
          Mr. Gingrich: Absolutely.
          Mr. Cole: A partisan use?
          Mr. Gingrich: Yes, sir.
          Mr. Cole: And that was the main theme of the course, 
        was it not, replacement of the welfare state with the 
        opportunity society?
          Mr. Gingrich: No. The main theme of the course is 
        renewing American civilization and the main subset is 
        that you have--that you have to replace the welfare 
        state with an opportunity society for that to happen.

(11/13/96 Gingrich Tr. 79-80).

    As referred to above, Mr. Gingrich held a training seminar 
for candidates on behalf of GOPAC at the Virginia Republican 
Convention in June 1993. (7/15/96 Gaylord Tr. 29-30). He gave a 
speech entitled ``Renewing American Civilization'' which 
described the nature of the movement and the course. (Ex. 56, 
GOPAC2 2146-2209). Near the beginning of his speech, Mr. 
Gingrich said:

          What I first want to suggest to you [is] my personal 
        belief that we are engaged in a great moral and 
        practical effort, that we are committed to renewing 
        American civilization, and I believe that's our battle 
        cry. That we want to be the party and the movement that 
        renews American civilization and that renewing American 
        civilization is both an idealistic cause and a 
        practical cause at the same time.

(Ex. 56, GOPAC2 2146).

    He then told the audience that he has four propositions 
with which 80% to 95% of Americans will agree. These are: (1) 
there is an American civilization; (2) the four can'ts; (3) the 
welfare state has failed; and (4) to renew American 
civilization it is necessary to replace the welfare state. (Ex. 
56, GOPAC2 2149-2153). \41\ Mr. Gingrich then went on to relate 
the principles of renewing American civilization to the 
Republican party:
---------------------------------------------------------------------------
    \41\ These four propositions were used as the ``central 
propositions'' or ``heart'' of the course to introduce each session in 
1993 and 1994. (Ex. 54, PFF 18361, 18365-18367).

          We can't do much about the Democrats. They went too 
        far to the left. They are still too far to the left. 
        That's their problem. But we have a huge burden of 
        responsibility to change our behavior so that every one 
        who wants to replace the welfare state and every one 
        who wants to renew American civilization has a home, 
        and it's called being Republican. We have to really 
        learn how to bring them all in.
          And I think the first step of all that is to insist 
        that at the core of identification the only division 
        that matters is that question. You want to replace the 
        welfare state and renew American civilization. The 
        answer is just fine, come and join us. And not allow 
        the news media, not allow the Democrats, not allow 
        interest groups to force us into fights below that 
        level in terms of defining who we are. That in any 
        general election or any effort to govern that we are 
        every one who is willing to try to replace the welfare 
        state, and we are every one who is willing to renew 
        American civilization.
          Now, that means there is a lot of ground in there to 
        argue about details. Exactly how do you replace the 
        welfare state. Exactly which idea is the best idea. But 
        if we accept every one coming in, we strongly change 
        the dynamics of exactly how this country is governed 
        and we begin to create a majority Republican party that 
        will frankly just inexorably crow[d] out the Democrats 
        and turn them into minority status.

(Ex. 56, GOPAC2 2155-2156).

    Mr. Gingrich told the audience that he would discuss three 
areas in his remarks: (1) the principles of renewing American 
civilization; (2) the principles and skills necessary to be a 
``renewing candidate'' and then ultimately a ``renewing 
incumbent;'' and (3) the concept and principles for creating a 
community among those who are committed to replacing the 
welfare state and renewing American civilization. (Ex. 56, 
GOPAC2 2168). In speaking of the first area, Mr. Gingrich said 
that it is a very complicated subject. Because of this he was 
only going to give a ``smattering'' of an outline at the 
training seminar. (Ex. 56, GOPAC2 2170). He said, however, that 
in the fall he planned to teach a twenty-hour course on the 
subject, and then refine it and teach it again over a four-year 
period. (Ex. 56, GOPAC2 2170). He then described the three 
goals he had for the course:

          First, we want to have by April of '96 a genuine 
        intellectual blueprint to replace the welfare state 
        that you could look at as a citizen and say, yeah, that 
        has a pretty good chance of working. That's 
        dramatically better than what we've been doing.
          Second, we want to find 200,000 activist citizens, 
        and I hope all of you will be part of this, committed 
        at every level of American life to replacing the 
        welfare state. Because America is a huge decentralized 
        country. You've got to have school boards, city 
        councils, hospital boards, state legislatures, county 
        commissioners, mayors, and you've got to have 
        congressmen and senators and the President and 
        governors, who literally [sic] you take all the elected 
        posts in America and then you take all the people 
        necessary to run for those posts and to help the 
        campaigns, etc., I think it takes around 200,000 team 
        players to truly change America.

(Ex. 56, GOPAC2 2170-2171).

          Third, we create a process--and this is something you 
        can all help with in your own districts--we create a 
        process interesting enough that the national news media 
        has to actually look at the material in order to cover 
        the course.\42\
---------------------------------------------------------------------------
    \42\ These are the same three specific goals that were listed in 
the document entitled ``Renewing American Civilization Our Goal'' that 
referred to achieving a ``sweeping victory in 1996'' as the overall 
goal. (Ex. 52, GDC 10647-10648).
---------------------------------------------------------------------------

(Ex. 56, GOPAC2 2173).

    The transcript of his speech goes on for the next 30 pages 
to describe the five pillars of American civilization that form 
the basis of the course, and how to use them to get supporters 
for the candidates' campaigns. In discussing this Mr. Gingrich 
said:

    Now, let me start just as [a] quick overview. First, as I 
said earlier, American civilization is a civilization. Very 
important. It is impossible for anyone on the left to debate 
you on that topic.
          * * * * * * *
    But the reason I say that is if you go out and you campaign 
on behalf of American civilization and you want to renew 
American civilization, it is linguistically impossible to 
oppose you. And how is your opponent going to get up and say 
I'm against American civilization?

(Ex. 56, GOPAC2 2175-2176). Near the end of the speech he said:

          I believe, if you take the five pillars I've 
        described, if you find the three areas that will really 
        fit you, and are really in a position to help you, that 
        you are then going to have a language to explain 
        renewing American civilization, a language to explain 
        how to replace the welfare state, and three topics that 
        are going to arouse volunteers and arouse contributions 
        and help people say, Yes, I want this done.

(Ex. 56, GOPAC2 2207).\43\
---------------------------------------------------------------------------

    \43\ As discussed above, this speech was used by GOPAC to produce 
two training tapes. One was called ``Renewing American Civilization'' 
and the other was called ``Leading the Majority.'' (7/15/96 Gaylord Tr. 
31).

    In a document that Mr. Gingrich apparently wrote during 
this time (Ex. 89, Eisenach 2868-2869), the course is related 
to the Renewing American Civilization movement in terms of 
winning a Republican majority. The ``House Republican Focus for 
1994'' is directed at having Republicans communicate a positive 
message so that a majority of Americans will conclude that 
their only hope for real change is to vote Republican. In 
---------------------------------------------------------------------------
describing that message, the document states:

          The Republican party can offer a better life for 
        virtually every one if it applies the principles of 
        American civilization to create a more flexible, 
        decentralized market oriented system that uses the 
        Third Wave of change and accepts the disciplines of the 
        world market.
          These ideas are outlined in a 20 hour intellectual 
        framework ``Renewing American Civilization'' available 
        on National Empowerment Television every Wednesday from 
        1 pm to 3 pm and available on audio tape and video tape 
        from 1-800-TO-RENEW.

(Ex. 89, Eisenach 2869).

    In a document dated March 21, 1994, and entitled ``RENEWING 
AMERICA: The Challenge for Our Generation,'' \44\ Mr. Gingrich 
described a relationship between the course and the movement. 
(Ex. 90, GDC 00132-00152). Near the beginning of the document, 
one of the ``key propositions'' listed is that the welfare 
state has failed and must be replaced with an opportunity 
society. (Ex. 90, GDC 00136). The opportunity society must be 
based on, among other things, the principles of American 
civilization. (Ex. 90, GDC 00136). The document states that the 
key ingredient for success is a movement to renew American 
civilization by replacing the welfare state with an opportunity 
society. (Ex. 90, GDC 00137). That movement will require at 
least 200,000 ``partners for progress'' committed to the goal 
of replacing the welfare state with an opportunity society and 
willing to study the principles of American civilization, work 
on campaigns, run for office, and engage in other activities to 
further the movement. (Ex. 90, GDC 00138).\45\ Under the 
heading ``Learning the Principles of American Civilization'' 
the document states, ``The course, `Renewing American 
Civilization', is designed as a 20 hour introduction to the 
principles necessary to replace the welfare state with an 
opportunity society.'' (Ex. 90, GDC 00139). It then lists the 
titles of each class and the book of readings associated with 
the course. The next section is titled ``Connecting the 
`Partners' to the `Principles'.'' (Ex. 90, GDC 00140). It 
describes where the course is being taught, including that it 
is being offered five times during 1994 on National Empowerment 
Television, and states that, ``Our goal is to get every 
potential partner for progress to take the course and study the 
principles.'' (Ex. 90, GDC 00140).\46\ The document then lists 
a number of areas where Republicans can commit themselves to 
``real change,'' including the Contract with America and a 
concerted effort to end the Democratic majority in the House. 
(Ex. 90, GDC 00144-00150).
---------------------------------------------------------------------------
    \44\ Mr. Gingrich at least wrote the first draft of this document 
and stated that it was compatible with what he was doing at that time. 
It was probably a briefing paper for the House Republican members. (Ex. 
90, GDC 00132-00152; 7/17/96 Gingrich Tr. 203-204).
    \45\ In this section he defines the ``partners for progress'' as 
``citizens activists.''
    \46\ The course was broadcast twice each week on National 
Empowerment Television. In light of it being a ten-week course, and 
being offered five times during 1994 on NET, it ran for 50 weeks during 
this election year. In addition to being on NET, it was also on a local 
cable channel in Mr. Gingrich's district in Georgia. (Ex. 91, DES 
01048; 7/18/96 Gingrich Tr. 257-259).
---------------------------------------------------------------------------
    A May 10, 1994 document which Mr. Gingrich drafted (7/18/96 
Gingrich Tr. 234-235; 7/15/96 Gaylord Tr. 70) entitled ``The 14 
Steps[:] Renewing American Civilization by replacing the 
welfare state with an opportunity society,'' he notes the 
relationship between the course and the partisan aspects of the 
movement. (Ex. 88, GDC 10729-10733). After stating that the 
welfare state has failed and needs to be replaced (Ex. 88, GDC 
10729), the document states that, ``Replacing the welfare state 
will require a disciplined approach to both public policy and 
politics.'' (Ex. 88, GDC 10730). ``We must methodically focus 
on communicating and implementing our vision of replacing the 
welfare state.'' (Ex. 88, GDC 10730). In describing the 
replacement that will be needed, Mr. Gingrich says that it:

        must be an opportunity society based on the principles 
        of American civilization * * *.
          These principles each receive two hours of 
        introduction in `Renewing American Civilization', a 
        course taught at Reinhardt College. The course is 
        available on National Empowerment Television from 1-3 
        P.M. every Wednesday and by videotape or audiotape by 
        calling 1-800-TO-RENEW.

(Ex. 88, GDC 10730).

    This document goes on to describe the 200,000 ``partners 
for progress'' as being necessary for the replacement of the 
welfare state and how the Contract with America will be a first 
step toward replacing the welfare state with an opportunity 
society. (Ex. 88, GDC 10731). The document then states:

          The Democrats are the party of the welfare state. Too 
        many years in office have led to arrogance of power and 
        to continuing violations of the basic values of self-
        government.
          Only by voting Republican can the welfare state be 
        replaced and an opportunity society be created.

(Ex. 88, GDC 10731).

    On November 1, 1994, Mr. Gingrich attended a meeting with 
Ms. Minnix, his co-teacher at Reinhardt, to discuss the 
teaching of the course in 1995. (Ex. 92, Reinhardt 0063-0065). 
Also at that meeting were Mr. Hanser, Ms. Desmond, Mr. 
Eisenach, and John McDowell. One of the topics discussed at the 
meeting was Mr. Gingrich's desire to teach the course on a 
second day in Washington, D.C. According to notes of the 
meeting prepared by Ms. Minnix, Mr. Gingrich wanted to teach 
the course in D.C. in an effort:

        to attract freshman congresspeople, the press--who will 
        be trying to figure out the Republican agenda--and 
        congressional staff looking for the basis of Republican 
        doctrine. `Take the course' will be suggested to those 
        who wonder what a Republican government is going to 
        stand for.

(Ex. 92, Reinhardt 0064).\47\ Later in the meeting Mr. Gingrich 
said that his chances of becoming Speaker were greater than 50 
percent and he was making plans for a transition from 
Democratic to Republican rule. Ms. Minnix wrote that Mr. 
Gingrich ``sees the course as vital to this--so vital that no 
one could convince him to teach it only one time per week and 
conserve his energy.'' (Ex. 92, Reinhardt 0065).\48\
---------------------------------------------------------------------------
    \47\ Ms. Minnix stated that the word ``Republican'' may not have 
been specifically used by Mr. Gingrich, but that it was the context of 
his remark. (6/12/96 Minnix Tr. 54-56).
    \48\ The other participants at this meeting were asked about this 
conversation. To the extent they recalled the discussion, they 
confirmed that it was as related in Ms. Minnix's memorandum. No one had 
a recollection that was contrary to Ms. Minnix's memorandum. (6/12/96 
Minnix Tr. 54-56; 6/28/96 Hanser Tr. 71-72; 6/13/96 Desmond Tr. 76-78; 
7/12/96 Eisenach Tr. 270-271; 7/17/96 Gingrich Tr. 211-215).
---------------------------------------------------------------------------
    A number of other documents reflect a similar partisan, 
political use of the message and theme of Renewing American 
Civilization. (Ex. 93, LIP 00602-00610, (``Renewing American 
Civilization: Our Duty in 1994,'' a speech given to the 
Republican NationalCommittee January 21, 1994 Winter 
Breakfast); Ex. 94, GDC 11010-11012, (``Whip Office Plan for 1994'' 
with the ``vision'' of ``Renew American civilization by replacing the 
welfare state which requires the election of a Republican majority and 
passage of our agenda''); Ex. 95, GDC 10667-10670, (``Planning 
Assumptions for 1994''); Ex. 96, Eisenach 2758-2777, (untitled); Ex. 
97, PFF 2479-2489, (seminar on Renewing American Civilization given to 
the American Legislative Exchange Council); Ex. 98, PFF 37179-37188, 
(``House GOP Freshman Orientation: Leadership for America's 21st 
Century.''))

         E. Renewing American Civilization House Working Group

    As stated in Mr. Gingrich's easel notes from December 1992, 
one goal of the Renewing American Civilization movement was to 
``professionalize'' the House Republicans. (Ex. 42, HAN 02110). 
His intention was to use the message of Renewing American 
Civilization to ``attract voters, resources and candidates'' 
and to develop a ``mechanism for winning seats.'' (Ex. 42, HAN 
02110). In this vein, a group of Republican House Members and 
others formed a working group to promote the message of 
Renewing American Civilization. Starting in approximately June 
1993, Mr. Gingrich sponsored Representative Pete Hoekstra as 
the leader of this group and worked with him. (7/18/96 Gingrich 
Tr. 279).49 According to a number of documents associated 
with this group, a goal was to use the theme of renewing 
American civilization to elect a Republican majority in the 
House. (Ex. 99, Hoekstra 0259; Ex. 101, Hoekstra 0264; Ex. 102, 
Gregorsky 0025). According to notes from a July 23, 1993 
meeting, Mr. Gingrich addressed the group and made several 
points:
---------------------------------------------------------------------------
    \49\ Mr. Gingrich provided Mr. Hoekstra with some materials to 
explain the movement. (See Ex. 99, Hoekstra 0259). Apparently, this 
material included the May 13, 1993, three part document entitled 
``Renewing America Vision,'' ``Renewing America Strategies,'' and 
``Renewing American Civilization Our Goal.'' (Ex. 52, GDC 10639-10649). 
In a memorandum from one of Mr. Hoekstra's staffers analyzing the 
material, he lists the thirteen items that were to be done to further 
the movement. (Ex. 100, Hoekstra 0140b). They are the same thirteen 
items that are listed in the ``Renewing America Strategies'' portion of 
the May 13, 1993 document.

          1. Renewing American Civilization (RAC) is the basic 
        theme;
          2. RAC begins with replacing the welfare state, not 
        improving it;
          3. RAC will occur by promoting the use of the five 
        pillars of American civilization;
          4. Use of the three key policy areas of saving the 
        inner city, health, and economic growth and jobs.

(Ex. 101, Hoekstra 0264). The meeting then turned to a 
discussion of possible ways to improve these points. (Ex. 101, 
Hoekstra 0264).
    On July 30, 1993, another meeting of this group was held. 
According to notes of that meeting, the group restated its 
objectives as follows:

    a. restate our objective: Renewing American Civilization by 
replacing the paternalistic welfare state
          --GOP majority in the House ASAP
          --nationwide GOP majority ASAP
          * * * * * * *
          --objective: create ``echo chamber'' for RAC
          * * * * * * *
          i. develop RAC with an eye toward marketability
          * * * * * * *
          ii. promote message so that this defines many 1994 
        electoral contests at the congressional level and 
        below, and defines the 1996 national election.

(Ex. 102, Gregorsky 0025).50
---------------------------------------------------------------------------

    \50\ Mr. Gingrich reviewed notes similar to these and though he did 
not specifically recall them, he said they were compatible with the 
activities of that time. (7/18/96 Gingrich Tr. 283-284).
---------------------------------------------------------------------------
    The goal of the group was further defined in a memorandum 
written by one of Mr. Hoekstra's staffers in September of 1993. 
(Ex. 103, Hoekstra 0266-0267). In that memorandum, the staff 
member said the group's goal had changed ``from one of 
promoting the Renewing American Civilization course to one of 
proposing a `political platform' around which House Republican 
incumbents and candidates can rally.'' (Ex. 103, Hoekstra 
0266). The group's ``underlying perspective'' was described as 
follows:

          To expand our party, it is important that Republicans 
        develop, agree on and learn to explain a positive 
        philosophy of government.
          At the core of that philosophy is the observation 
        that the paternalistic welfare state has failed, and 
        must be replaced by alternative mechanisms within and 
        outside of government if social objectives are to be 
        achieved.
          Fundamental to developing a new philosophy is the 
        idea that traditions in American civilization have 
        proven themselves to be powerful mechanisms for 
        organizing human behavior. There are working principles 
        in the lessons of American history that can be 
        observed, and should be preserved and strengthened.
          These working principles distinguish the Republican 
        party and its beliefs from the Democratic party, which 
        remains committed to the welfare state even though 
        these policies are essentially alien to the American 
        experience.

(Ex. 103, Hoekstra 0266-0267).

    This group began to develop a program to incorporate 
Renewing American Civilization into the House Republican party. 
The program's goals included a House Republican majority, Mr. 
Gingrich as Speaker, and Republican Committee Chairs. (Ex. 104, 
Hoekstra 0147-0151). To accomplish this goal, there were 
efforts to have candidates, staffers and members use Renewing 
American Civilization as their theme. (Ex. 104, Hoekstra 0148). 
One proposal in this area was a training program for staffers 
in the principles of Renewing American Civilization for use in 
their work in the House. (Ex. 104, Hoekstra 0148). A memorandum 
from Mr. Gingrich to various members of his staffs 51 
asked them to review a plan for this training program and give 
him their comments. (Ex. 105, WGC 03732-03745).
---------------------------------------------------------------------------
    \51\ This included his congressional office, his WHIP office, RAC, 
and GOPAC.
---------------------------------------------------------------------------
    During his interview, Mr. Hoekstra stated that Renewing 
American Civilization and the concept of replacing the welfare 
state was intended as a means of defining who Republicans were; 
however, the group never finalized this as a project. (7/29/96 
Hoekstra Tr. 47-48). In talking about this group, Mr. Gingrich 
said that he wanted the Republican party to move toward 
Renewing American Civilization as a theme and that he would 
have asked the group to study the course, understand the ideas, 
and use those ideas in their work. (7/18/96 Gingrich Tr. 284-
286). It is not known what became of this group. Mr. Hoekstra 
said that the project ended without any closure, but he does 
not recall how that happened. (7/29/96 Hoekstra Tr. 46).

                       F. Marketing of the Course

    As discussed above, Mr. Gingrich wrote in his March 29, 
1993 memorandum that he wanted ``Republican activists committed 
* * * to setting up workshops built around the course, and to 
opening the party up to every citizen who wants to renew 
American civilization.'' (Ex. 51, GDC 08892). There is evidence 
of efforts being made to recruit Republican andconservative 
organizations into becoming sponsors for the course. These sponsors 
were known as ``site hosts.'' One of the responsibilities of a site 
host was to recruit participants. (Ex. 106, PFF 8033). Jana Rogers was 
the Site Host Coordinator for the course when it was at Kennesaw State 
College. She stated that part of her work in regard to the course 
involved getting Republican activists to set up workshops around the 
course to bring people into the Republican party. (7/3/96 Rogers Tr. 
67-68). She said there was an emphasis on getting Republicans to be 
site hosts. (7/3/96 Rogers Tr. 69).
    In an undated document entitled ``VISION: To Obtain Site 
Hosts for Winter 1994 Quarter,'' three ``projects'' are listed: 
(1) ``To obtain site hosts from conservative organizations;'' 
(2) ``To secure site hosts from companies;'' (3) ``To get cable 
companies to broadcast course.'' (Ex. 107, PFF 7526). The 
``strategies'' listed to accomplish the ``project'' of 
obtaining site hosts from conservative organizations are listed 
as:

          Mailing to State and local leaders through lists from 
        National Republican Committee, Christian Coalition, 
        American Association of Christian Schools, U.S. Chamber 
        of Commerce, National Right to Life, Heritage 
        Foundation, Empower America, National Empowerment 
        Television, Free Congress, etc.

(Ex. 107, PFF 7526). One of the tactics listed to accomplish the goal of 
obtaining more site hosts is to:

          Contact National College Republican office to obtain 
        names and addresses of all presidents country-wide. 
        Develop letter to ask college republicans to try to 
        obtain the class for credit on their campus or to 
        become a site host with a sponsor group. Also, ask them 
        to contact RAC office for a site host guide and 
        additional information.

(Ex. 107, PFF 7527).

    In a memorandum written by Nancy Desmond concerning the 
course, among the areas where she suggested site host 
recruiting should be directed were to ``NAS members,'' 52 
``schools recognized as conservative'' and ``national 
headquarters of conservative groups.'' (Ex. 108, PFF 37328-
37330). In a number of the project reports written by employees 
of the course in 1993, there are notations about contacts with 
various Republicans in an effort to have them host a site for 
the course. There are no similar notations of efforts to 
contact Democrats. (Ex. 109, Multiple Documents). 53
---------------------------------------------------------------------------
    \52\ According to Mr. Gingrich, the NAS (National Association of 
Scholars) is a conservative organization. (7/18/96 Gingrich Tr. 345-
346).
    \53\ Mr. DuGally said that he made an effort to contact the Young 
Democrats, but they did not show any interest. (7/19/96 DuGally Tr. 31-
32).
---------------------------------------------------------------------------
    In several instances mailings were made to Republican or 
conservative activists or organizations in an effort to recruit 
them as site hosts. In May of 1993 a letter was sent over Mr. 
Gingrich's signature to approximately 1,000 College Republicans 
regarding the course. 54 That letter states that:
---------------------------------------------------------------------------
    \54\ Mr. Gingrich was shown this letter and he said that while he 
was not familiar with it, nothing in it was particularly new. (7/17/96 
Gingrich Tr. 87). Jeff Eisenach, GOPAC's Executive Director and then 
the coordinator of the course, either wrote the letter or edited it 
from a draft written by another GOPAC employee. (7/12/96 Eisenach Tr. 
200-201).

    [C]onservatives today face a challenge larger than stopping 
President Clinton. We must ask ourselves what the future would 
be like if we were allowed to define it, and learn to explain 
that future to the American people in a way that captures first 
their imagination and then their votes.
    In that context, I am going to devote much of the next four 
years, starting this Fall, to teaching a course entitled 
``Renewing American Civilization.'' I am writing to you today 
to ask you to enroll for the class, and to organize a seminar 
so that your friends can enroll as well.
           * * * * * * *
    Let me be clear: This is not about politics as such. But I 
believe the ground we will cover is essential for anyone who 
hopes to be involved in politics over the next several decades 
to understand. American civilization is, after all, the 
cultural glue that holds us all together. Unless we can 
understand it, renew it and extend it into the next century, we 
will never succeed in replacing the Welfare State with an 
Opportunity Society.
           * * * * * * *

(Ex. 81, Mescon 0915; Meeks 0039). The letter ends by stating:

          I have devoted my life to teaching and acting out a 
        set of values and principles. As a fellow Republican, I 
        know you share those values. This class will help us 
        all remember what we're about and why it is so 
        essential that we prevail. Please join me this Fall for 
        ``Renewing American Civilization.''

(Ex. 81, Mescon 0914; Meeks 0040). GOPAC paid for this mailing 
(7/12/96 Eisenach Tr. 200; 7/15/96 Gaylord Tr. 82) and it was 
listed as a ``political'' project on GOPAC's description of its 
``Major Projects Underway'' for May 7, 1993. (Ex. 79, JG 
000001152). At the top of a copy of the letter to the College 
Republicans is a handwritten notation to Mr. Gingrich from Mr. 
Eisenach: ``Newt, Drops to 1000+ C.R. Chapters on Wednesday. JE 
cc: Tim Mescon.'' (Ex. 81, Mescon 0915, Meeks 0039).
    During an interview with Mr. Cole, Mr. Eisenach was asked 
about this letter.

          Mr. Eisenach: Use of the course by political 
        institutions in a political context was something that 
        occurred and was part of Newt's intent and was part of 
        the intent of other partisan organizations, but the 
        intent of the course and, most importantly, the 
        operation of the course and its use of tax-exempt funds 
        was always and explicitly done in a nonpartisan way.
          Political organizations--in this case, GOPAC--found 
        it to their advantage to utilize the course for a 
        political purpose, and they did so.
          Mr. Cole: Were you involved in GOPAC?
          Mr. Eisenach: At this time I was involved in GOPAC, 
        yes.
          Mr. Cole: And in making the decision that GOPAC would 
        utilize the course?
          Mr. Eisenach: Yes.

(7/12/96 Eisenach Tr. 203).

    Mr. DuGally worked with Economics America, Inc. to have 
them send a letter to the members of the groups listed in The 
Right Guide as part of an effort to recruit them as site hosts. 
The first paragraph of the letter states:

          Newt Gingrich asked that I tell the organizations 
        listed in The Right Guide about his new nationally 
        broadcast college course, ``Renewing American 
        Civilization.'' It promises to be an important event 
        for all conservatives, as well as many young people who 
        are not yet conservatives. You and your organization 
        can be part of this project.

(Ex. 110, PFF 19821). The letter goes on to say, ``And 
remember, since you are a team teacher you can use the course 
to explain and discuss your views.'' (Ex. 110, PFF 19821).
    In the fall of 1993, Mr. DuGally arranged for a letter to 
be sent by Lamar Alexander on behalf of the Republican 
Satellite Exchange Network promoting the course and asking its 
members to serve as site hosts. (Ex. 111, PFF 19795-19798). In 
addition, a letter was prepared for mailing to all chairmen of 
the Christian Coalition asking them to serve as site hosts. 
(Ex. 112, PFF 19815). In June of 1993, Mr. DuGally worked with 
the Republican National Committee to have a letter sent by 
Chairman Haley Barbour to RNC Members informing them of the 
course. (Ex. 113, RNC 0094). This letter did not solicit people 
to be site hosts.
    Jana Rogers, the Site Host Coordinator for the course, 
attended the College Republican National Convention. Her weekly 
report on the subject said the following:

          The response to Renewing American Civilization at the 
        College Republican National Convention was overwelming 
        [sic]. In addition to recruiting 22 sites and possibly 
        another 30+ during follow-up, I was interviewed by MTV 
        about the class and learned more about RESN [Republican 
        Exchange Satellite Network] from Stephanie Fitzgerald 
        who does their site coordination. I also handed out 400 
        Site Host Guides to College Republicans and about 600 
        registration flyers. NCRNC says it will work 
        aggressively with their state chairmen to help us set 
        up sites know [sic] that the convention is over.

(Ex. 114, PFF 7613). She made no effort to contact any 
Democratic groups. (7/3/96 Rogers Tr. 78).
    In notes provided by Mr. Mescon from a meeting he attended 
on the course, he lists a number of groups that would be 
targeted for mailings on the course. They include mostly 
elected or party officials and the notation ends with the words 
``25,000/total Republican mailing.'' (Ex. 115, Mescon 0263). 
According to Mr. Mescon, the course was being marketed to 
Republicans as a target audience and he knew of no comparable 
mailing to Democrats. (6/13/96 Mescon Tr. 112-113). 55
---------------------------------------------------------------------------
    \55\ Others who worked on the course also said it was marketed to 
Republican and conservative groups. (7/3/96 Rogers Tr. 62-63; 6/13/96 
Stechschulte Tr. 21-22, 57-58; 6/13/96 Desmond Tr. 66).
---------------------------------------------------------------------------
    In an August 11, 1993, memorandum from Mr. DuGally, a WPG 
employee who worked on the course, he lists the entities where 
mailings for the course had been sent or were intended to be 
sent up to that point. They are as follows:

          1. GOPAC farm team--9,000
          2. Cong/FONG/Whip offices--4,000
          3. Sent to site hosts--5,500
          4. College Republicans--2,000
          5. American Pol Sci Assoc.--11,000
          6. Christian Coalition leadership--3,000
          7. The Right Guide list--3,000

(Ex. 116, PFF 19794).

    In June of 1994, John McDowell wrote to Jeff Eisenach with 
his suggestions about where to market the course during that 
summer. The groups he listed were the Eagle Forum Collegians; 
the National Review Institute's Conservative Summit; Accuracy 
in Academia; Young Republicans Leadership Conference (Mr. 
McDowell was on their Executive Board); Young America's 
Foundation, National Conservative Student Conference; College 
Republican National Conference; the American Political Science 
Association Annual Meeting; 56 and the Christian 
Coalition, Road to Victory. (Ex. 117, PFF 3486-3489). At a 
number of these meetings, Mr. Gingrich was scheduled to be a 
speaker. (Ex. 117, PFF 3486-3489).
---------------------------------------------------------------------------
    \56\ This is the only meeting where there is not a suggestion to 
have a Renewing American Civilization or PFF employee attend 
personally. Instead, Mr. McDowell apparently only intended to find an 
attendee who would be willing to pass out Renewing American 
Civilization materials.
---------------------------------------------------------------------------
    A site host listing dated August 18, 1994, identifies the 
approximately 100 site hosts as of that date. (Ex. 118, PFF 
7493-7496). These include businesses, community groups, cable 
stations, and others. In addition, some colleges offered the 
course either for credit, partial credit or no credit. (Ex. 
119, Reinhardt 0160-0164). Based on their names, it was not 
possible to determine whether all of the site hosts fell within 
the goals set forth in the above-described documents. Some of 
them, however, were identifiable. For example, of the 28 
``community groups'' listed on the August 18, 1994 ``Site Host 
Listing,'' 11 are organizations whose names indicate they are 
Republican or conservative organizations--Arizona Republican 
Party; Athens Christian Coalition; Conservative PAC; Henry 
County Republicans; Houston Young Republicans; Huron County 
Republican Party; Las Rancheras Republican Women; Louisiana 
Republican Legislative Delegation; Northern Illinois 
Conservative Council; Republican Party Headquarters (in 
Frankfort Kentucky); Suffolk Republican Party. The list does 
not indicate whether the remaining groups--e.g., the Alabama 
Family Alliance; the Family Foundation (Kentucky); Leadership 
North Fulton (Georgia); the North Georgia Forum; Northeast 
Georgia Forum; the River of Life Family Church (Georgia)--are 
nonpartisan, Democratic, Republican, liberal or conservative. 
The list does not contain any organizations explicitly 
denominated as Democratic organizations. Similarly, it is not 
clear whether there was a particular political or ideological 
predominance in the businesses, cable stations and individuals 
listed.57
---------------------------------------------------------------------------
    \57\ Patti Hallstrom, an activist in the Arizona Republican Party, 
was instrumental in recruiting host sites in Arizona, such as the 
Arizona Republican Party and various cable television stations. (Ex. 
120, PFF 7362). She prepared part of a training manual on how to 
recruit cable companies as host sites. (Ex. 120, DES 00999-01007). She 
also provided the Renewing American Civilization project with 
information about which radio and talk shows in Arizona were the most 
conservative as possible shows where Mr. Gingrich could appear. She 
said the more conservative shows would allow for a ``more amenable 
discussion.'' (Ex. 120, DES 00262-00264; 6/20/96 Hallstrom Tr. 41-43).
---------------------------------------------------------------------------
    Mr. Gingrich said that the efforts to recruit colleges to 
hold the course had been ``very broad.'' ``I talked, for 
example, with the dean of the government school at Harvard. 
Berkley [sic] actually was offering the course.'' (7/18/96 
Gingrich Tr. 346). The course at Berkeley, however, did not go 
through the regular faculty review process for new courses, 
because it was initiated by a student. (7/12/96 Eisenach Tr. 
316-317). Such courses were not conducted by a professor, but 
could be offered on campus for credit if a faculty member 
sponsored the course and the Dean approved it. The student site 
host coordinator at Berkeley was named Greg Sikorski. (Ex. 121, 
JR-0000117). In the June 20, 1994 memorandum from John McDowell 
to Mr. Eisenach, the following is written under the heading 
``College Republican National Conference:'' ``RAC Atlanta 
representative to attend and staff a vendor booth. These 1,000 
college students represent a good source of future `Greg 
Sikorskis' * * * in the sense that they can promote RAC on 
their campus!'' (Ex. 117, PFF 3488). The faculty sponsor for 
the student-initiated Renewing American Civilization course was 
William Muir, a former speechwriter for George Bush. (Ex. 121, 
JR-0000117). Aside from Mr. Sikorski and Mr. Muir, Mr. Eisenach 
did not know if the RAC course at Berkeley had any additional 
university review. (7/12/96 Eisenach Tr. 319).
    The site host for the Renewing American Civilization course 
at Harvard was Marty Connors. (Ex. 122, LIP 00232). According 
to Mr. Gingrich, Marty Connors is a conservative activist. (7/
18/96 Gingrich Tr. 266). In a memorandum dated October 13, 
1993, from Marty Connors to Lamar Alexander, Newt Gingrich, Ed 
Rogers, Jeff Eisenach, Paul Weyrich, Mike Baroody, and Bill 
Harris, he wrote about a ``series of ideas (that included the 
Renewing American Civilization course) that could have 
significant consequences in building a new `Interactive' 
communication system and message for the Republican Party and 
the conservative movement.'' (Ex. 123, WGC 06781). He goes on 
to write that he was working on a project to take the concept 
of the Republican Exchange Satellite Television, National 
Empowerment Television and ``Newt Gingrich's `Renewing American 
Civilization' lectures and make them ``more interactive and 
user friendly.'' (Ex. 123, WGC 06781). The purpose for this is 
to have a ``far greater ability for `participatory' party 
building in the immediate future.'' (Ex. 123, WGC 06781-06782). 
He goes on to write, ``Friends, I truly believe the next major 
political advantage will go to the group that figures out how 
to use `interactive' communications inbuilding a new Republican 
coalition.'' (Ex. 123, WGC 06782).58
---------------------------------------------------------------------------
    \58\ This memorandum was faxed to Mr. Gingrich. The fax cover sheet 
has Mr. Gingrich's name and the date ``10/15/93'' on it in his 
handwriting. As Mr. Gingrich has said, this probably indicates that he 
had seen this memorandum. (12/98/96 Gingrich Tr. 36-37).
---------------------------------------------------------------------------

             G. Kennesaw State College's Role in the Course

    Renewing American Civilization was taught at Kennesaw State 
College (``KSC'') in 1993. The sponsoring organization for the 
course was the Kennesaw State College Foundation (``KSCF''), a 
501(c)(3) organization dedicated to promoting projects at KSC. 
The approximate expenditures for the course at KSC was 
$300,000. This represented 29-33% of KSCF's program 
expenditures for 1993. The funds raised for the course and 
donated to KSCF were tax-deductible.
    KSCF had no role in raising funds for the course. (6/13/96 
Fleming Tr. 33-36). Mr. Mescon, the course's co-teacher and 
Dean of KSC's Business School, wrote some letters with the help 
of Ms. Prochnow, GOPAC's Finance Director (6/13/96 Mescon Tr. 
65-68, 71-74; 7/10/96 Prochnow Tr. 58-62, 66; 7/12/96 Eisenach 
Tr. 69), but most of the fundraising was coordinated by Mr. 
Eisenach, Ms. Prochnow, and Mr. Gingrich. (7/12/96 Eisenach Tr. 
68-71, 84, 97, 99; 7/17/96 Gingrich Tr. 123, 136, 137).
    The course as offered at KSC was a forty-hour classroom 
lecture. Twenty hours were taught by Mr. Gingrich and twenty 
hours were taught by Mr. Mescon. While officials of KSC and 
KSCF considered the course to include the full forty hours of 
lecture (6/13/96 Mescon Tr. 38; 6/13/96 Fleming Tr. 23), only 
the twenty hours taught by Mr. Gingrich were taped and 
disseminated. (6/13/96 Siegel Tr. 25-26; 6/13/96 Mescon Tr. 35; 
6/13/96 Fleming Tr. 23). The funds raised for the course were 
primarily used for the dissemination of Mr. Gingrich's portion 
of the course to the various site host locations. (6/13/96 
Fleming Tr. 22, 24; 6/13/96 Mescon Tr. 55-56). No one at KSC or 
KSCF had any role in deciding which portions of the course 
would be taped and disseminated or even knew the reasons for 
doing it. (6/13/96 Mescon Tr. 36, 44-45, 58-59; 6/13/96 Fleming 
Tr. 23; 6/13/96 Siegel Tr. 78-79).
    KSCF did not manage the course. It contracted with Mr. 
Eisenach's Washington Policy Group, Inc. (``WPG'') to manage 
and raise funds for the course's development, production and 
distribution. In return, WPG was paid $8,750 per month.
    The contract between WPG and KSCF ran from June 1, 1993, 
through September 30, 1993.59 All funds raised were turned 
over to KSCF and dedicated exclusively for the use of the 
Renewing American Civilization course. KSCF's only role was to 
act as the banker for the funds for the course and disburse 
them upon a request from Mr. Mescon. (6/13/96 Fleming Tr. 24-
25; 6/13/96 Mescon Tr. 103; Ex. 124, KSF 001269, Mescon 0454, 
KSF 003804, PFF 16934, KSF 001246). Mr. Mescon did not engage 
in a detailed review of the bills. He merely reviewed the bills 
that were provided by Mr. Eisenach or his staff and determined 
whether the general nature of the bills fell within the 
parameters of the project of dissemination of the course. (6/
13/96 Mescon Tr. 61-63).
---------------------------------------------------------------------------
    \59\ The contract between WPG and KSCF was never signed by KSCF. It 
was directed to Dr. Mescon, but he was not an authorized agent of KSCF. 
According to Jeffery Eisenach, President of WPG, even though the 
contract was not signed, it memorialized the terms of the relationship 
between WPG and KSCF. (Ex. 41, Mescon 0651-0652; 7/12/96 Eisenach Tr. 
42; 11/14/96 Eisenach Tr. 11).
---------------------------------------------------------------------------
    When the contract between WPG and KSCF ended, the Progress 
and Freedom Foundation (``PFF'') assumed the role WPG had with 
the course at the same rate of compensation. 60 PFF was 
also a 501(c)(3) tax exempt organization, but its status as 
such was not used while the course was at KSC. Mr. Eisenach was 
the founder and president of PFF.
    KSCF and KSC had little or no role in supervising the 
course or its dissemination. Since the course was a ``Special 
Topics'' course, it did not need to go through formal approval 
by a curriculum committee at KSC--it only required Mr. Mescon's 
approval. (6/13/96 Siegel Tr. 15-16, 30, 32, 76-77). While Mr. 
Mescon was given advance copies of Mr. Gingrich's lectures, he 
had little input into their content. (6/28/96 Hanser Tr. 22; 6/
13/96 Desmond Tr. 63). Mr. Mescon described his role more in 
terms of having his own 20 hours to put forth any counterpoint 
or objection to any of the material in Mr. Gingrich's lectures. 
(6/13/96 Mescon Tr. 40-41).61
---------------------------------------------------------------------------
    \60\ Prior to assuming control of the course PFF was tasked with 
putting together the book of readings that were to be used for the 
course. This entailed Mr. Eisenach and Mr. Hanser editing the writings 
of others. Mr. Hanser was paid $5,000 or $10,000 for this work, but Mr. 
Eisenach was not separately compensated for his role in this. (7/12/96 
Eisenach Tr. 68). Mr. Eisenach was president of PFF, WPG, former 
Executive Director of GOPAC, and advisor to Mr. Gingrich. Mr. Hanser 
was a close friend, confidant, and at times a congressional employee of 
Mr. Gingrich. He was also a board member and consultant to GOPAC and a 
board member and consultant to the Progress and Freedom Foundation. (6/
28/96 Hanser Tr. 6-10, 14). He had a substantial role in developing the 
course. (6/28/96 Hanser Tr. 19-20).
    \61\ The December 8, 1994 letter from Mr. Gingrich to the Committee 
states that, ``Respected scholars such as James Q. Wilson, Everett Carl 
Ladd, and Larry Sabato continue to contribute to and review course 
content.'' (Ex. 138, p. 3). The same reference to Mr. Wilson's and Mr. 
Sabato's review of the course is contained in a September 3, 1993 
memorandum sent out over Jana Rogers' name to site hosts. (Ex. 125, PFF 
22963). However, in a letter from James Q. Wilson to Mr. Eisenach dated 
September 28, 1993, Mr. Wilson wrote:
---------------------------------------------------------------------------
        Perhaps I don't understand the purpose of the course, but 
      if it is to be a course rather [than] a series of sermons, 
      this chapter won't do. It is bland, vague, hortatory, and 
      lacking in substance. (emphasis in original)
          * * * * * * *
        I could go on, but I dare not for fear I have 
      misunderstood what this enterprise is all about. I am a 
      professor, and so I bring the perspectives (and 
      limitations) of a professor to bear on this matter. If this 
      is not to be a course but instead a sermon, then you should 
      get a preacher to comment on it.

(Ex. 126, PFF 5994-5995). Also, in a book co-written by Larry Sabato, 
the following statements are made:

        In late 1992 and early 1993, Gingrich began conceiving a 
      new way to advance those political goals--a nationally 
      broadcast college course, ambitiously titled ``Renewing 
      American Civilization,'' in which he would inculcate 
      students with his Republican values. (p. 94).
          * * * * * * *
        Nominally an educational enterprise, internal course 
      planning documents revealed the true nature of the course 
      as a partisan organizing tool. (p. 95).

Sabato, L. and Simpson, G., ``Dirty Little Secrets: The Persistence of 
Corruption in American Politics,'' Times Books (1996).
    Shortly after PFF took over the management of the course, 
the Georgia Board of Regents passed a resolution prohibiting 
any elected official from teaching at a Georgia state 
educational institution. This was the culmination of a 
controversy that had arisen around the course at KSC. The 
controversy pertained to objections voiced by KSC faculty to 
the course on the grounds that it was essentially political. 
(Ex. 127, KSC 3550-3551, 3541, 3460, 3462). Because of the 
Board of Regent's decision and the controversy, it was decided 
that the course would be moved to a private college. (7/12/96 
Eisenach Tr. 47-50).62
---------------------------------------------------------------------------
    \62\ Near the end of his interview, Mr. Mescon expressed 
embarrassment in regard to his participation in the course. He became 
involved in the course in order to raise the profile of the school, but 
now believes that his efforts have had severe repercussions. (6/13/96 
Mescon Tr. 136-137).
---------------------------------------------------------------------------

               H. Reinhardt College's Role in the Course

    Reinhardt College was chosen as the new host for the course 
in part because of its television production facilities. (6/12/
96 Falany Tr. 14). The 1994 and 1995 courses tookplace at 
Reinhardt. While there, PFF assumed full responsibility for the course. 
It no longer received payments to run the course. Rather, it paid 
Reinhardt to use the college's video production facilities. All funds 
for the course were raised by and expended by PFF under its tax-exempt 
status. The approximate expenditures for the course were $450,000 in 
1994 and in $450,000 in 1995. At PFF this represented 63% of its 
program expenditures for its first fiscal year (which ended March 31, 
1994) and 35% of its program expenditures for its second fiscal year 
(which ended March 31, 1995). 63
---------------------------------------------------------------------------
    \63\ As of November 1996, PFF's tax return (Form 990) for its third 
fiscal year (which ended March 31, 1996) had not been filed.
---------------------------------------------------------------------------
    Reinhardt had a curriculum committee review the content of 
the course before deciding to have it presented on its campus. 
(6/12/96 Falany Tr. 15-16). The controversy over the course at 
KSC, however, affected the level of involvement Reinhardt was 
willing to assume in regard to the course. (6/12/96 Falany Tr. 
44-48, 51-53, 59-66; 6/12/96 Minnix Tr. 26-27). In this regard, 
Reinhardt's administration saw a distinction between the 
``course'' and a broader political ``project.'' As stated in a 
memorandum from Mr. Falany, Reinhardt's President, to Mr. 
Eisenach dated November 11, 1993:

          First, there seems to be a ``project'', which is 
        Renewing American Civilization, of which the ``course'' 
        is a part. This distinction is blurred at times in the 
        Project Overview. When you refer to the ``project'' it 
        seems to imply a broader political objective (a non-
        welfare state). This is not to say that this political 
        objective should be perceived as being negative, but it 
        should, in fact, be seen as broader than and distinct 
        from the simpler objective of the ``course.''

(Ex. 128, Reinhardt 0225).64 Because of this concern, Reinhardt 
administrators agreed to be involved only in the actual teaching of the 
course on its campus and would not participate in any other aspects of the 
project. (6/12/96 Falany Tr. 51-53, 59-66; 6/12/96 Minnix Tr. 26-
27).65 In this regard, Mr. Falany made it clear to the faculty and 
staff at the college that:
---------------------------------------------------------------------------

    \64\ Reinhardt saw the ``project'' as essentially dealing with the 
dissemination of the course outside of Reinhardt's campus. (6/12/96 
Falany Tr. 48-50, 54-66, 84-85).
    \65\ All of the funds for the course while at Reinhardt were raised 
by PFF under its tax exempt status.

          It is important to understand that, for the Winter 
        Quarter 1994, the College will offer the course and 
        teach it--that is the extent of our commitment. At the 
        present time, the Progress and Freedom Foundation will 
        handle all of the fund raising associated with the 
        course; the distribution of tapes, text and materials; 
        the broadcasting; and the handling of all information 
        including the coordination of off-campus sites.

(Ex. 129, Reinhardt 0265). 66
---------------------------------------------------------------------------

    \66\ Reinhardt College did rent its television production 
facilities to PFF for its use in the dissemination in the course, and 
was paid separately for this in the amount of $40,000. All production 
beyond that was handled by PFF. (6/12/96 Falany Tr. 27-28).
---------------------------------------------------------------------------
    As was the case at KSC, Reinhardt administrators considered 
the course to be the forty hours of lecture by both Mr. 
Gingrich and Ms. Minnix. (6/12/96 Falany Tr. 74-76). Again, 
only Mr. Gingrich's portion of the course was disseminated 
outside of Reinhardt. (6/12/96 Falany Tr. 53-54; 6/12/96 Minnix 
Tr. 48-49). Ms. Minnix had little contact with Mr. Gingrich, 
and no input into the content of the course in 1994. In 1995 
she had only limited input into the content of the course. (6/
12/96 Minnix Tr. 20-22). Similarly, Mr. Gingrich and his 
associates provided no input as to Ms. Minnix's portion of the 
course. (6/12/96 Minnix Tr. 31-32).
    While Mr. Falany did not know the purpose for disseminating 
the course, and made no inquiries in that regard (6/12/96 
Falany Tr. 48-50; 54-66; 84-85), Ms. Minnix did have some 
knowledge in this area. Based on her contacts with the people 
associated with the course, she believed Mr. Gingrich had a 
global vision of getting American civilization back ``on 
track'' and that he wanted to shape the public perception 
through the course. (6/12/96 Minnix Tr. 59-60). She felt there 
was an ``evangelical side'' to the course, which she described 
as an effort to have people get involved in politics, run for 
office, and try to influence legislation. (6/12/96 Minnix Tr. 
70-71). Ms. Minnix felt uncomfortable with this ``evangelical 
side.'' (6/12/96 Minnix Tr. 70). Furthermore, as reflected in 
her memorandum of the November 1, 1994 meeting with Mr. 
Gingrich and others, she was aware that the course was to be 
used to let people know what Mr. Gingrich's political agenda 
would be as Speaker. (6/12/96 Minnix Tr. 53-59; Ex. 92, 
Reinhardt 0064). As with KSC, one of the reasons Reinhardt 
administrators wanted to have the course taught on its campus 
was to raise profile of the school. (6/12/96 Falany Tr. 112-
113).

            I. End of Renewing American Civilization Course

    Although Mr. Gingrich had intended to teach the course for 
four years, through the 1996 Winter quarter, he stopped 
teaching it after the 1995 Winter quarter. According to most of 
the witnesses interviewed on this subject, the reason for this 
was that he had run out of time in light of the fact that he 
had become Speaker. (7/12/96 Eisenach Tr. 280; 6/28/96 Hanser 
Tr. 52-53). On the other hand, Mr. Gingrich says that he had 
learned all he could from teaching the course and had nothing 
new to say on the topics. (7/18/96 Gingrich Tr. 364). Mr. 
Gingrich refused to support the efforts of PFF in regard to the 
course at that point, largely because he was disappointed with 
Mr. Eisenach's financial management of the course. (7/18/96 
Gingrich Tr. 365-366). Mr. Eisenach had indicated to Mr. 
Gingrich that the course was $250,000 in debt and that PFF had 
used its own resources to cover this shortfall. (Ex. 130, GDC 
11325). Mr. Gingrich was skeptical of this claim, offered to 
have the records reviewed, and stated that he would help raise 
any amount that the review disclosed was needed. According to 
Mr. Gingrich, this offer was not pursued by Mr. Eisenach. (7/
18/96 Gingrich Tr. 367-368).

                IV. Ethics Committee Approval of Course

    On May 12, 1993, Mr. Gingrich wrote the Committee asking 
for ``guidance on the development of an intellectual approach 
to new legislation that will be different from our normal 
activities.'' (Ex. 131, p. 1). He said that he wanted ``to make 
sure that [his] activities remain within a framework that meets 
the legitimate ethics concerns of the House.'' (Ex. 131, p. 1). 
He went on to describe a course he was planning to teach in the 
fall of 1993 at Kennesaw State College.
    The course would be based on his January 25, 1993 Special 
Order entitled ``Renewing American Civilization.'' (Ex. 131, p. 
2). It would be ``completely non-partisan'' and, he hoped, 
would include ideas from many people, including politicians 
from both parties and academics. (Ex. 131, p. 2). He stated 
that he believed the development of ideas in the course was a 
``crucial part'' of his job as a legislator. (Ex. 131, p. 3). 
He ended his letter with a request to the Committee to meet to 
discuss the project if the Committee had any concerns. (Ex. 
131, p. 3).
    In June 1993, counsel for the Committee, David McCarthy, 
met with Mr. Gingrich, two people from his staff (Annette 
Thompson Meeks and Linda Nave) and Mr. Eisenach to discuss the 
course. (7/18/96 McCarthy Tr. 7; 7/10/96 Meeks Tr. 13). Mr. 
McCarthy's initial concern was whether Mr. Gingrich could 
qualify for a teaching waiver under the House ethics rules. (7/
18/96 McCarthy Tr. 16). When he learned Mr. Gingrich was 
teaching without compensation, the issue of a teaching waiver 
became, in his opinion, irrelevant. (7/18/96 McCarthy Tr. 16). 
Mr. McCarthy then asked questions regarding whether any 
official resources would be used to support the course and 
whether Mr. Gingrich planned to use any unofficial resources to 
subsidize his official business. Mr. McCarthy did not see any 
problems pertaining to these issues. Mr. Gingrich indicated 
that he might repeat the lectures from the course as Special 
Orders on the floor of the House. Mr. McCarthy suggested that 
Mr. Gingrich consult with the House Parliamentarian on that 
subject. (Ex. 132, p. 1).
    One issue raised with Mr. McCarthy was whether the House 
Ethics Rules permitted Mr. Gingrich to raise funds for a tax-
exempt organization. Mr. McCarthy's conclusion was that since 
KSCF was a qualified tax-exempt organization, Mr. Gingrich 
could raise funds for KSCF as long as he complied with the 
relevant House rules on the subject. (7/18/96 McCarthy Tr. 17). 
Mr. Eisenach raised the issue concerning the propriety of his 
being involved in fundraising for the course in light of the 
fact that he also worked for GOPAC. According to Mr. McCarthy, 
his response to the issue was as follows:

          [T]o my knowledge of tax law, the issue of whether 
        the contributions in support of the course would keep 
        their tax-deductible status would turn not on who did 
        the fundraising but on how the funds were spent, and 
        that the educational nature of the course spoke for 
        itself. I told him that I was aware of no law or IRS 
        regulation that would prevent Eisenach from raising 
        charitable contributions, even at the same time that he 
        was raising political contributions. In any event, I 
        advised him, I expected the Committee to stick by its 
        advisory opinion in the Ethics Manual and not get into 
        second-guessing the IRS on its determinations of tax-
        exempt status.

(Ex. 132, p. 2).

    Mr. McCarthy said in an interview that his statement 
regarding the Committee's ``stick[ing]'' by its advisory 
opinion pertained only to whether Mr. Gingrich could raise 
funds for the course. (7/18/96 McCarthy Tr. 19). The discussion 
did not relate to any other 501(c)(3) issues. (7/18/96 McCarthy 
Tr. 19). While Mr. McCarthy was aware that the course lectures 
would be taped and broadcast (7/18/96 McCarthy Tr. 16), neither 
Mr. Gingrich nor his staff asked for Mr. McCarthy's advice 
regarding what activities in that regard were permissible under 
501(c)(3) and Mr. McCarthy did not discuss such issues. (7/18/
96 McCarthy Tr. 19; 7/18/96 Gingrich Tr. 375-376; 7/10/96 Meeks 
Tr. 15). Mr. McCarthy did not recall any discussion regarding a 
Renewing American Civilization movement. (7/18/96 McCarthy Tr. 
16). Mr. McCarthy did not recall any discussion of GOPAC's use 
of the Renewing American Civilization message. (7/18/96 
McCarthy Tr. 12-13). The discussion pertaining to Mr. Eisenach 
and GOPAC was brief. (Ex. 132, p. 2).
    During the meeting with Mr. McCarthy, there were no 
questions posed about 501(c)(3) or what could be done in regard 
to the course, aside from the fund-raising issue under 
501(c)(3). (7/18/96 Gingrich Tr. 375-376). Mr. Gingrich did not 
believe that it was necessary to explain to Mr. McCarthy his 
intended use for the course.

          Mr. Cole: We are focusing, however, on your intended 
        use of the course. And your intended use of the course 
        here was in a partisan political fashion; is that 
        correct?
          Mr. Gingrich: My intended use was, but I am not sure 
        I had any obligation to explain that to the 
        [C]ommittee. As long as the course itself was 
        nonpartisan and the course itself was legal and the 
        course itself met both accreditation and tax status, I 
        don't believe I had an obligation to tell the Ethics 
        Committee what my political strategies were. I think 
        that's a retrospective comment. And maybe I am wrong.
          I don't think--the questions were: Was it legal? Did 
        I use official funds? Had we gotten approval? Was 
        GOPAC's involvement legitimate and legal? Was it an 
        accredited course? Was I getting paid for it?
          I mean, none of those questions require that I 
        explain a grand strategy, which would have seemed crazy 
        in '94. If I had wandered around and said to people, 
        hi, we are going to win control, reshape things, end 
        the welfare entitlement, form a grand alliance with 
        Bill Clinton, who is also going to join us in renewing 
        America, how would I have written that?

(11/13/96 Gingrich Tr. 89-90).

    On July 21, 1993, Mr. Gingrich wrote the Committee to 
provide additional information about the course he planned to 
teach at KSC. The letter did not discuss how the course was to 
be funded or that there was a plan to distribute the course 
nationally via satellite, videotape, audiotape and cable, or 
that GOPAC's main theme was to be ``Renewing American 
Civilization.'' The letter also did not discuss GOPAC's role in 
the course. (Ex. 133).67
---------------------------------------------------------------------------
    \67\ The information Mr. Gingrich provided to the Committee was 
that the Kennesaw State College Foundation, a 501(c)(3) organization 
affiliated with Kennesaw State College, was providing him with a 
``Content Coordinator to coordinate the videotape inserts and other 
materials that will be used in the presentations.'' (Ex. 133, pp. 1-2). 
He also wrote that none of his staff would perform tasks associated 
with the course and that the course material would not be based on 
previous work of his staff. (Ex. 133, p. 1). Finally, he wrote that 
much of the material from the course would be presented in Special 
Orders, although the presentations would have some differences. (Ex. 
133, p. 2).
---------------------------------------------------------------------------
    On August 3, 1993, the Committee, in a letter signed by Mr. 
McDermott and Mr. Grandy, responded to Mr. Gingrich's letters 
of May 12, 1993 and July 21, 1993, regarding his request to the 
teach the course and his request to present the course 
materials in Special Orders. (Ex. 134, p. 1). The Committee's 
letter also notes that Mr. Gingrich had asked if he could help 
KSC raise funds for the course. The Committee's guidance was as 
follows:

          1. Since Mr. Gingrich was teaching the course without 
        compensation, he did not need the Committee's approval 
        to do so;
          2. It was within Mr. Gingrich's ``official 
        prerogative'' to present the course materials in 
        Special Orders;
          3. Mr. Gingrich was permitted to raise funds for the 
        course on behalf of charitable organizations, 
        ``provided that no official resources are used, no 
        official endorsement is implied, and no direct personal 
        benefit results.''

(Ex. 134, p. 1). The Committee, however, advised Mr. Gingrich 
to consult with the FEC regarding whether election laws and 
regulations might pertain to his fundraising efforts. The 
Committee's letter to Mr. Gingrich did not discuss any matters 
relating to the implications of 501(c)(3) on the teaching or 
dissemination of the course or GOPAC's relationship to the 
course. (Ex. 134, p. 1).

                  V. Legal Advice Sought and Received

    As described in greater detail in the Appendix, section 
501(c)(3) requires, among other things, that an organization be 
organized and operated exclusively for one or more exempt 
purposes. Treas. Reg. 1.501(c)(3)-1(d)(1)(ii) provides that an 
organization does not meet this requirement: Unless it serves a 
public rather than a private purpose. It is necessary for an 
organization to establish that it is not organized or operated 
for the benefit of private interests such as designated 
individuals, the creator or his family, or persons controlled, 
directly or indirectly, by such private interests.
    The purpose of the ``private benefit'' prohibition is to 
ensure that the public subsidies flowing from section 501(c)(3) 
status, including income tax exemption and the ability to 
receive tax-deductible charitable contributions, are reserved 
for organizations that are formed to serve public, not private 
interests. Treas. Reg. 1.501(c)(3)-1(c)(1) defines the 
application of the private benefit prohibition in the context 
of the operational test: An organization will be regarded as 
``operated exclusively'' for one or more exempt purposes only 
if it engages primarily in activities which accomplish one or 
more of such exempt purposes specified in section 501(c)(3). An 
organization will not be so regarded if more than an 
insubstantial part of its activities is not in furtherance of 
an exempt purpose.
    Although cases on the private benefit doctrine date back to 
1945, 68 a more recent, significant case on the subject is 
the 1989 Tax Court opinion in American Campaign Academy v. 
Commissioner, 92 T.C. 1053 (1989). That case discusses the 
doctrine in terms of conferring an impermissible private 
benefit on Republican candidates and entities.
---------------------------------------------------------------------------
    \68\ Better Business Bureau of Washington, D.C. v. United States, 
326 U.S. 279 (1945).
---------------------------------------------------------------------------
    Prior to his involvement in both AOW/ACTV and the Renewing 
American Civilization course, Mr. Gingrich was aware of the tax 
controversy pertaining to the American Campaign Academy 
(``ACA'' or ``Academy''). In his interview with Mr. Cole he 
said, ``I was aware of [ACA] because * * * the staff director 
of the [ACA] had been totally involved. I was aware of his 
briefings and what was involved. * * * I was aware of them at 
the time and I was aware of them during the court case.'' (7/
18/96 Gingrich Tr. 375-376). ``I lived through that case. I 
mean, I was very well aware of what the [American Campaign 
Academy] did and what the ruling was.'' (11/13/96 Gingrich Tr. 
61). 69
---------------------------------------------------------------------------
    \69\ His adviser, Mr. Gaylord, was a director of the Academy. (12/
9/96 Gingrich Tr. 57; American Campaign Academy v. Commissioner, 92 
T.C. 1053, 1056 (1989)). As referred to above, Mr. Gaylord was one of 
the ``five key people'' Mr. Gingrich relied on most. (Ex. 3, GDC 11551, 
GDC 11553).
---------------------------------------------------------------------------
    Responding to the question of whether he had any 
involvement with the Academy, Mr. Gingrich said: ``I think I 
actually taught that [sic], but that's the only direct 
involvement I had.'' (12/9/96 Gingrich Tr. 58). In an undated 
document on GOPAC stationery entitled ``Offices of Congressman 
Newt Gingrich,'' three offices are listed: GOPAC, FONG, and the 
American Campaign Academy. (Ex. 143, Kohler 285). Mr. Gingrich 
did not believe that he had an office at the Academy, but 
thought it possible that his press secretary, Rich Galen, had 
an office there. (12/9/96 Gingrich Tr. 58-59).
    In speaking about the Renewing American Civilization 
course, Mr. Gingrich told the New York Times that he acted very 
aggressively in regard to 501(c)(3) law:

          ``Whoa,'' [Mr. Gingrich] said, when asked after class 
        one recent Saturday if the course nears the edge of 
        what the law allows. ``Goes right up to the edge. 
        What's the beef? Doesn't go over the edge, doesn't 
        break any law, isn't wrong. It's aggressive, it's 
        entrepreneurial, it's risk taking.''

New York Times, section A, page 12, column 1 (Feb. 20, 1995). 
(Ex. 144). In addition, Mr. Gingrich has had involvement with a 
number of tax-exempt organizations. As Mr. Gingrich's tax 
lawyer stated, politics and 501(c)(3) organizations are an 
``explosive mix.'' (12/12/96 Holden Tr. 132-134, 146).
    Despite all of this, he did not seek specific legal advice 
concerning the application of section 501(c)(3) with respect to 
AOW/ACTV or the Renewing American Civilization course. 
Furthermore, he did not know if any one did so on his behalf. 
With respect to the course, the following exchange occurred:

          Mr. Cole: Were you involved in seeking any legal 
        advice concerning the operation of the course under 
        501(c)(3)?
          Mr. Gingrich: No. We sought legal advice about 
        ethics.
          Mr. Cole: Did you seek any legal advice concerning 
        the 501(c)(3) issues involving the course?
          Mr. Gingrich: No. I did not.
          Mr. Cole: Do you know if anybody did on your behalf?
          Mr. Gingrich: No.

(7/17/96 Gingrich Tr. 140). With respect to AOW/ACTV, Mr. 
Gingrich said that he did not get any legal advice regarding 
the projects. (12/9/96 Gingrich Tr. 54). He said that he 
assumed Mr. Callaway sought such legal advice. (12/9/96 
Gingrich Tr. 54).
     Mr. Gingrich said two attorneys involved with GOPAC at the 
time, Jim Tilton and Dan Swillinger, monitored all GOPAC 
activities and would have told him if the projects violated the 
law. (12/9/96 Gingrich Tr. 54-56). Mr. Callaway said neither 
Mr. Swillinger nor Mr. Tilton was ever told that one of the 
purposes of ACTV was to recruit people to the Republican party. 
(12/7/96 Callaway Tr. 41, 47). 70
---------------------------------------------------------------------------
    \70\ A document dated November 13, 1990, entitled Campaign For A 
Successful America, was reviewed by the Subcommittee. (Ex. 145, 
Eisenach 3086-3142). In a section drafted by Gordon Strauss, an 
attorney in Ohio, for a consulting group called the Eddie Mahe Company, 
the following is written:

      [S]ome educational organizations, tax exempt under Section 
      501(c)(3) of the Internal Revenue Code, have engaged in 
      activities which affect the outcome of elections, though 
---------------------------------------------------------------------------
      that is theoretically not supposed to occur.

(Ex. 145, Eisenach 3132). The document also contains the following:

      A very controversial program is being undertaken by a 
      (c)(3), indicating that it may have involvement in the 
      electorial process, notwithstanding the express prohibition 
      on it. At this time, a (c)(3) is not recommended because it 
      would have to be truly independent of the (c)(4) and its 
      PAC.

(Ex. 145, Eisenach 3134).
---------------------------------------------------------------------------
    There was substantial inquiry about this document during the 
Preliminary Inquiry. No evidence was uncovered to indicate that Mr. 
Gingrich had any exposure to this document. (12/5/96 Mahe Tr. 34-35; 
12/9/96 Gingrich Tr. 52-54; 12/5/96 Eisenach Tr. 59-61). Mr. Strauss 
was interviewed and stated that the document had nothing to do with 
AOW/ACTV, the 501(c)(3) organization referred to in the document was 
merely one he had heard of in an IRS Revenue Ruling, and that he never 
gave Mr. Gingrich any advice on the law pertaining section 501(c)(3) in 
regard to AOW/ACTV, the Renewing American Civilization course, or any 
other projects. The only legal advice he gave Mr. Gingrich pertained to 
need for care in the use of official resources for travel expenses.
---------------------------------------------------------------------------
    Mr. Gingrich explained to the Subcommittee in November 1996 
that, in his opinion, there were no ``parallels'' between the 
American Campaign Academy and the Renewing American 
Civilization course. (11/13/96 Gingrich Tr. 61). After this 
explanation, Mr. Schiff and Mr. Gingrich had the following 
exchange:

          Mr. Schiff: Did you go to a tax expert and say, here 
        is what I have in mind; do you agree that there are no 
        parallels and that there's no problem with the American 
        Campaign Academy case in terms of what I am doing here? 
        I am just asking if you did that?
          Mr. Gingrich: The answer is, no. I just want to 
        assert the reason I wouldn't have done it is as a 
        college teacher who had taught on a college campus I 
        didn't think the two cases--I also didn't ask them if 
        it related to spouse abuse. I mean, I didn't think the 
        two cases had any relationship.

(11/13/96 Gingrich Tr. 61-62). During his testimony before the 
Subcommittee in December, Mr. Schiff raised similar questions 
with Mr. Gingrich.

         Mr. Schiff: What strikes me is without trying to 
        resolve that at this minute, the possibility is out 
        there, the possibility that a violation of 501(c)(3) is 
        very much in evidence to me. And it seems to me that is 
        true all the way along. You did have the American 
        Campaign Academy case of 1989, which you have indicated 
        you were aware of. It's true the facts were different, 
        but nevertheless something sprung up that told somebody 
        there was a 501(c)(3) problem here if you get too close 
        to political entities.
          What I am getting at is this, and again to answer any 
        way you wish, wasn't it, if not intentional, wasn't it 
        reckless to proceed with your involvement as a Member 
        of the House of Representatives into at least a couple 
        of--involvements with the 501(c)(3) organizations, 
        whether it was Progress & Freedom or Kennesaw State or 
        Abraham Lincoln Opportunity Foundation, without getting 
        advice from a tax attorney to whom you told everything? 
        You said, this is the whole plan, this is the whole 
        movement of Renewing American Civilization. * * *
          Shouldn't that have been presented to somebody who is 
        a tax attorney, and said, now, am I going to have any 
        problems here? Is this okay under the 501(c)(3) laws?

(12/10/96 Gingrich Tr. 32-33). In response to Mr. Schiff's 
question, Mr. Gingrich explained why he thought there was no 
need to seek legal advice because the facts of American 
Campaign Academy and Renewing American Civilization were 
inapposite. (12/10/96 Gingrich Tr. 34-36).

          Mr. Gingrich: The facts are the key. I was teaching 
        at an accredited university; [ACA] was an institution 
        being set up as basically a politically training 
        center. My course was open to everybody; [ACA] was a 
        Republican course. My course says nothing about 
        campaigns; [ACA] was a course specifically about 
        campaigns.
          There are four standards * * * none of which apply to 
        Renewing American Civilization. * * * Just at an 
        objective level you are going to put these [ACA and 
        RAC] up on a board and say that is not a relevant 
        question.

(12/10/96 Gingrich Tr. 35). After Mr. Gingrich's explanation, Mr. Schiff 
said the following:

          Mr. Schiff: I understand how you distinguish the 
        facts between the American Campaign Academy case and 
        your course. There are those that would argue that the 
        legal holding applies equally to both. In other words, 
        that which brings you to the legal conclusion of not 
        complying with the 501(c)(3) laws, for various reasons 
        that I'd rather not get into now--discuss with Mr. 
        Holden, perhaps--that those are in common even if 
        certain peripheral facts are different.
          What I'm getting at is, excuse me for using your own 
        words, but you're not a lawyer. Knowing that there was 
        an attempt to set up a 501(c)(3) training and education 
        academy which floundered in the courts because of 
        something, wouldn't that motivate particularly a Member 
        of the House to want to say, before you start into 
        another one, maybe I ought to sit down with somebody 
        who is a tax expert and tell them the whole plan here, 
        not just course content, but where the course fits into 
        all the strategies here and say, now, do you think I've 
        got a problem? And I don't think you did that. If you 
        did, tell me you did. * * *

(12/10/96 Gingrich Tr. 36-37). Mr. Gingrich's response was three-fold:

          Mr. Gingrich: [First,] [i]f you read the speech I 
        gave in January of 1993, which was the core document 
        from which everything else comes, I talk very 
        specifically about a movement in the speech. I talk 
        very simply about 2 million, not 200,000, volunteers, 
        citizen activists, in the speech. I describe it as a 
        cultural movement that has a political component in the 
        speech.
          That's the core document I gave to everyone when I 
        would say, here's what I want to try to teach about. 
        Here is what I want to try to do. That document clearly 
        says there is a movement, and this course is designed 
        to outline the principles from which the movement 
        comes. And so, if everybody who was engaged in looking 
        at the course, whether it was Kennesaw Foundation's 
        lawyers or it was Progress & Freedom's lawyers or it 
        was Reinhardt's lawyers, and the president of the 
        college in both cases, everybody had a chance to read 
        the core document which has movement very specifically 
        in it.
          Second, the reason I didn't seek unique legal counsel 
        is as a Ph.D. teaching in a State college in an 
        accredited setting, it never occurred--I mean, if I had 
        thought--this is another proof of my ignorance or proof 
        of my innocence, I'll let you decide--it never occurred 
        to me that this is an issue. * * *
          [Third,] I think everybody who has actually seen my 
        course will tell you * * * I was very careful. 
        Ironically, Max Cleland, who won the Senate seat, is 
        the only current politician used in the course other 
        than John Lewis.
          And so the course was clearly not Republican. It was 
        clearly not designed to send a partisan message. No one 
        I know of who has actually seen the course thinks that 
        it was a partisan vehicle. It has no relationship to 
        the American Campaign Academy.

(12/10/96 Gingrich Tr. 37-39).

    Officials at KSC and Reinhardt did not seek legal advice 
pertaining to the application of 501(c)(3) to the course. The 
only such advice ever sought was by KSCF in connection with the 
agreement to transfer the course to PFF in November 1993 and in 
asking its outside lawyers to render a legal opinion concerning 
the course in 1995. Citing the attorney/client privilege, KSCF 
officials have refused to disclose to the Subcommittee the 
advice KSCF received in both instances. (6/13/96 Mescon Tr. 60; 
6/13/96 Siegel Tr. 36-37; 6/12/96 Falany Tr. 50-51; 6/13/96 
Fleming Tr. 46-48).
    In his July 1996 interview, Mr. Eisenach said that he did 
not seek legal advice pertaining to the application of 
501(c)(3) to the course. (7/12/96 Eisenach Tr. 236). In his 
November 1996 interview, Mr. Eisenach said that he had worked 
with many attorneys who had experience in 501(c)(3) law. (11/
14/96 Eisenach Tr. 84-88). But he was not able to point to any 
specific consultation with a tax attorney where the entire 
relationship between the course, the movement, and political 
goals were fully set forth and found to be within the bounds of 
501(c)(3). (11/14/96 Eisenach Tr. 88-91).

         VI. Summary of the Report of the Subcommittee's Expert

                             A. Introduction

    Because of differences of opinion among the Members of the 
Subcommittee regarding the tax issues raised in the Preliminary 
Inquiry, the Subcommittee determined that it would be helpful 
to obtain the views of a recognized expert in tax-exempt 
organizations law, particularly with respect to the ``private 
benefit'' prohibition. The expert, Celia Roady, reviewed Mr. 
Gingrich's activities on behalf of ALOF and the activities of 
others on behalf of ALOF with Mr. Gingrich's knowledge and 
approval. She also reviewed Mr. Gingrich's activities on behalf 
of KSCF, PFF, and Reinhardt College in regard to the Renewing 
American Civilization course and the activities of others on 
behalf of those organizations with Mr. Gingrich's knowledge and 
approval. The purpose of this review was to determine whether 
those activities violated the status of any of these 
organizations under section 501(c)(3) of the Internal Revenue 
Code.

             B. Qualifications of the Subcommittee's Expert

    Ms. Roady is a partner in the Washington, D.C. office of 
the law firm Morgan, Lewis & Bockius LLP where she specializes 
full-time in the representation of tax-exempt organizations. 
Her practice involves the provision of advice on all aspects of 
section 501(c)(3). Ms. Roady has written many articles on tax-
exempt organization issues for publication in legal periodicals 
such as the ``Journal of Taxation of Exempt Organizations'' and 
the ``Exempt Organization Tax Review.'' She is a frequent 
speaker on exempt organizations topics, regularly lecturing at 
national tax conferences such as the ALI/ABA conference on 
charitable organizations and the Georgetown University Law 
Center conference on tax-exempt organizations, as well as at 
local tax conferences and seminars on tax-exempt organization 
issues. In 1996, she was named the Program Chair of the 
Georgetown University Law Center's annual conference on tax-
exempt organizations. (11/15/96 Roady Tr. 2-7).
    Ms. Roady is the immediate past Chair of the Exempt 
Organizations Committee of the Section of Taxation of the 
American Bar Association, having served as Chair from 1993 to 
1995. She is currently serving a three-year term as a member of 
the Council of the ABA Section of Taxation, and is the Council 
Director for the Section's Exempt Organizations Committee. She 
also serves on the Legal Section Council of the American 
Society of Association Executives, and is a Fellow of the 
American College of Tax Counsel. (11/15/96 Roady Tr. 2-7).
    Ms. Roady served a three-year term as the Co-Chair of the 
Exempt Organizations Committee of the District of Columbia 
Bar's Tax Section from 1989 to 1991. She also served on the 
Steering Committee of the D.C. Bar's Tax Section from 1989 to 
1995, and as Co-Chair of the Steering Committee from 1991 to 
1993. (11/15/96 Roady Tr. 2-7).
    Each of the attorneys interviewed for the position of 
expert for the Subcommittee highly recommended Ms. Roady. She 
was described as being impartial and one of the leading people 
in the field of exempt organizations law. (11/15/96 Roady Tr. 
2).71
---------------------------------------------------------------------------
    \71\ The one known public comment on the matter by Ms. Roady is 
found in the following paragraph from a New York Times article: 
``Clearly, it's an aggressive position,'' said Celia Roady, a 
Washington lawyer and chairwoman of the American Bar Association's 
committee on tax-exempt organizations, who stressed that she was not 
talking for the association. ``Whether it's too aggressive and crosses 
the line, I don't know. Clearly, it's more aggressive than many exempt 
organizations would go forward with.''
    New York Times, section A, page 12 (Feb. 20, 1995). (Ex. 144). In 
the same article, Mr. Gingrich is quoted as saying that he acted 
aggressively in regard to 501(c)(3) law: ``Whoa,'' [Mr. Gingrich] said, 
when asked after class one recent Saturday if the course nears the edge 
of what the law allows. ``Goes right up to the edge. What's the beef? 
Doesn't go over the edge, doesn't break any law, isn't wrong. It's 
aggressive, it's entrepreneurial, it's risk taking.''
    New York Times, section A, page 12, column 1 (Feb. 20, 1995).
---------------------------------------------------------------------------
    Ms. Roady is a 1973 magna cum laude graduate of Duke 
University. She received her law degree from Duke Law School, 
with distinction, in 1976. She received a masters degree in 
taxation from the Georgetown University Law Center in 1979.

                 C. Summary of the Expert's Conclusions

    Ms. Roady considered the following issues in her review:
          1. whether the content of the television programs 
        broadcast by ALOF or the Renewing American Civilization 
        course were ``educational'' within the meaning of 
        section 501(c)(3);
          2. whether one of the purposes of the activities with 
        respect to the television programs or the course was to 
        provide more than an incidental benefit to GOPAC, Mr. 
        Gingrich, or other Republican entities and candidates 
        in violation of the private benefit prohibition in 
        section 501(c)(3);
          3. whether the activities with respect to the 
        television programs or the course provided support to 
        GOPAC or a candidate for public office in violation of 
        the campaign intervention prohibition in section 
        501(c)(3);
          4. whether the activities with respect to the 
        television programs or the course violated the private 
        inurement prohibition in section 501(c)(3); and
          5. whether the activities with respect to the 
        television programs or the course violated the lobbying 
        limitations applicable to section 501(c)(3) 
        organizations.

(11/15/96 Roady Tr. 7).72
---------------------------------------------------------------------------

    \72\ A detailed discussion of the law pertaining to organizations 
exempt from federal income tax under section 501(c)(3) of the Internal 
Revenue Code is attached as an Appendix to this Report.
---------------------------------------------------------------------------
    With respect to the last two issues, Ms. Roady did not 
conclude that the activities with respect to the television 
programs or the course resulted in impermissible private 
inurement or violated the lobbying limitations applicable to 
section 501(c)(3) organizations. Similarly, with respect to the 
first issue, Ms. Roady concluded that the television programs 
and the course met the requirements of the methodology test 
described in Rev. Proc. 86-43 and were ``educational'' within 
the meaning of section 501(c)(3) even though they advocated 
particular viewpoints and positions. Accordingly, Ms. Roady 
concluded that the activities with respect to the television 
programs and the course served an educational purpose and would 
be appropriate activities for section 501(c)(3) organizations, 
as long as there was no violation of the private benefit 
prohibition or the campaign intervention prohibition. She found 
substantial evidence, however, of violations of both such 
prohibitions and therefore concluded that Mr. Gingrich's 
activities on behalf of the organizations and the activities of 
others on behalf of the organizations with Mr. Gingrich's 
knowledge and approval violated the organizations' status under 
section 501(c)(3). (11/15/96 Roady Tr. 7). The basis for her 
conclusions may be summarized briefly as follows:

      1. The American Citizens Television Program of ALOF 73
---------------------------------------------------------------------------

    \73\ After Ms. Roady met with the Subcommittee to discuss the tax-
exempt organizations law and her conclusions regarding Renewing 
American Civilization, she met with the Special Counsel to discuss the 
ACTV project. Although she did not formally present her conclusions to 
the Subcommittee, the legal principles she explained during her 
meetings with the Subcommittee with respect to Renewing American 
Civilization were equally applicable to the facts surrounding the ACTV 
project and support her conclusions set forth in this section of the 
Report.
---------------------------------------------------------------------------

                     a. Private benefit prohibition

    Under section 501(c)(3) and the other legal authorities 
discussed above, the analysis of whether there is a violation 
of the private benefit prohibition does not depend on whether 
the activities at issue--the television programs--served an 
exempt purpose. Even though the television programs met the 
definition of ``educational,'' there is a violation of section 
501(c)(3) if another purpose of the activities was to provide 
more than an insubstantial or incidental benefit to GOPAC or 
any other private party. As the Supreme Court stated in Better 
Business Bureau v. United States, 326 U.S. 276, 283 (1945), 
``the presence of a single noneducational purpose, if 
substantial in nature, will destroy the exemption regardless of 
the number or importance of truly educational purposes.'' In 
making such a determination, the Tax Court has held that the 
proper focus is ``the purpose towards which an organization's 
activities are directed and not the nature of the activities 
themselves.'' American Campaign Academy, 92 T.C. at 1078-79. 
The determination as to whether there is a violation of the 
private benefit prohibition cannot, therefore, be made solely 
by reference to the content of the television programs or 
whether the activities in relation to the programs served an 
educational purpose. Rather, the determination requires a 
factual analysis to determine whether the organization's 
activities also had another, nonexempt purpose to provide more 
than an incidental benefit to a private party such as GOPAC or 
Republican entities and candidates. In this case, there is 
substantial evidence that these parties were intended to and 
did receive more than an incidental benefit from the activities 
conducted by ALOF.
    In summary, according to Ms. Roady, the evidence shows that 
the ACTV project was a continuation of GOPAC's AOW project, and 
had the same partisan, political goals as AOW. These goals 
included, among other things, reaching ``new groups of voters 
not traditionally associated with [the Republican] party;'' 
``mobiliz[ing] thousands of people across the nation at the 
grass roots level [to become] dedicated GOPAC activists;'' and 
``making great strides in continuing to recruit activists all 
across America to become involved with the Republican party.'' 
The persons who conducted the ACTV project on behalf of ALOF 
were GOPAC officers, employees, or consultants. In essence, the 
transfer of the AOW project from GOPAC to ALOF was more in name 
than substance, since the same activities were conducted by the 
same persons in the same manner with the same goals. Through 
the use of ALOF, however, these persons were able to raise tax-
deductible charitable contributions to support the ACTV 
project, funding that would not have been available to GOPAC on 
a tax-deductible basis.
    Taken together, according to Ms. Roady, the facts as 
described above show that in addition to its educational 
purpose, another purpose of the ACTV project was to benefit 
GOPAC and, through it, Republican entities and candidates, by 
continuing to conduct the AOW project under a new name and 
through a section 501(c)(3) organization that could raise 
funding for the project through tax-deductible charitable 
contributions. This benefit was not merely incidental. To the 
contrary, the evidence supports a finding that one of the main 
purposes for transferring the project to ALOF was to make 
possible the continuation of activities that substantially 
benefited GOPAC and Republican entities and candidates.
    For these reasons, Ms. Roady concluded that one of the 
purposes of Mr. Gingrich's activities on behalf of ALOF and the 
activities of others on behalf of ALOF with Mr. Gingrich's 
knowledge and approval was to provide more than an incidental 
benefit to GOPAC and Republican entities and candidates in 
violation of the private benefit prohibition.

                  b. Campaign intervention prohibition

    As with respect to the private benefit prohibition, the 
legal authorities discussed above make it clear, according to 
Ms. Roady, that the analysis of whether there is a violation of 
the campaign intervention prohibition does not turn on whether 
the television programs had a legitimate educational purpose. 
In the IRS CPE Manual, the IRS explained that ``activities that 
meet the [educational] methodology test * * * may nevertheless 
constitute participation or intervention in a political 
campaign.'' IRS CPE Manual at 415. See also New York Bar, 858 
F.2d 876 (2d Cir. 1988); Rev. Proc. 86-43. Nor does the 
analysis turn on the fact that the television programs did not 
expressly urge viewers to ``support GOPAC,'' ``vote 
Republican,'' or ``vote for Mr. Gingrich.'' The IRS does not 
follow the express advocacy standard applied by the FEC, and it 
is not necessary to advocate the election or defeat of a 
clearly identified candidate to violate the campaign 
intervention prohibition. IRS CPE Manual at 413. The 
determination as to whether there is a violation of the 
campaign intervention prohibition requires an overall ``facts 
and circumstances'' analysis that cannot be made solely by 
reference to the content of the television programs.
    The central issue is whether the television programs 
provided support to GOPAC. When Congress enacted section 527 in 
1974, the legislative history explained that the provision was 
not intended to affect the prohibition against electioneering 
activity contained in section 501(c)(3). The IRS regulations 
under section 527 provide that section 501(c)(3) organizations 
are not permitted to establish or support a PAC. Treas. Reg. 
Sec. 1.527-6(g). Under the applicable legal standards, there is 
a violation of the campaign intervention prohibition with 
respect to ALOF if the evidence shows that the ACTV project 
provided support to GOPAC, even though the television programs 
were educational and were not used as a means to expressly 
advocate the election or defeat of a particular candidate.
    According to Ms. Roady, there is substantial evidence of 
such support in this case. As discussed above, the evidence 
shows that the ACTV project conducted by ALOF was a 
continuation of AOW, a partisan, political project undertaken 
by GOPAC. Mr. Gingrich himself described ACTV as a continuation 
of the AOW project. The activities conducted by ALOF with 
respect to the ACTV project were the same as the activities 
that had been conducted by GOPAC with respect to the AOW 
project. The persons who conducted the ACTV project on behalf 
of ALOF were GOPAC officers, employees, or consultants. 
Shifting the project to ALOF allowed the parties to raise some 
tax-deductible charitable contributions to conduct what 
amounted to the continuation of a GOPAC project for partisan, 
political purposes. For these reasons, Ms. Roady concluded that 
Mr. Gingrich's activities on behalf of ALOF and the activities 
of others on behalf of ALOF with Mr. Gingrich's knowledge and 
approval provided support to GOPAC in violation of the campaign 
intervention prohibition.

              2. The Renewing American Civilization Course

                     a. Private benefit prohibition

    The determination of whether there is a violation of the 
private benefit prohibition does not depend on whether the 
teaching and dissemination of the course served an educational 
purpose, and cannot be made simply by analyzing the content of 
Mr. Gingrich's lectures. The course met the definition of 
``educational'' under section 501(c)(3) and served an 
educational purpose. (11/15/96 Roady Tr. 7). Nevertheless, 
there is a violation of section 501(c)(3) if another purpose of 
the course was to provide more than an incidental private 
benefit. (11/15/96 Roady Tr. 17). Making this determination 
requires an analysis of the facts to find out whether Mr. 
Gingrich's activities on behalf of KSCF, PFF, and Reinhardt and 
the activities of others with his knowledge and approval had 
another nonexempt purpose to provide more than an incidental 
benefit to private parties such as Mr. Gingrich, GOPAC, and 
other Republican entities and candidates. In this case, there 
is substantial evidence that these parties were intended to and 
did receive more than an incidental benefit from the activities 
conducted with respect to the course. (11/15/96 Roady Tr. 78, 
123, 124, 130, 131, 142-145, 173, 195).
    In summary, according to Ms. Roady, the evidence shows that 
the course was developed by Mr. Gingrich in the context of a 
broader movement. (11/15/96 Roady Tr. 127-130, 134-135, 196). 
This movement was intended to have political consequences that 
would benefit Mr. Gingrich in his re-election efforts, GOPAC in 
its national political efforts, and Republican party entities 
and candidates in seeking to attain a Republican majority. The 
goals of the movement were expressed in various ways, and 
included arousing 200,000 activists interested in renewing 
American civilization by replacing the welfare state with an 
opportunity society and having the Republican party adopt the 
message of Renewing American Civilization so as to attract 
those activists to the party. It was intended that a Republican 
majority would be part of the movement, and that the Republican 
party would be identified with the ``opportunity society'' and 
the Democratic party with the ``welfare state.'' (11/15/96 
Roady Tr. 128, 130, 142, 145-148, 217-218; 11/19/96 Roady Tr. 
35, 41).
    The movement, the message of the movement, and the course 
were all called ``Renewing American Civilization.'' Mr. 
Gingrich's lectures in the course were based on the same 
principles as the message of the movement, and the course was 
an important vehicle for disseminating the message of the 
movement. Mr. Gingrich stated that the course was ``clearly the 
primary and dominant method [of disseminating the message of 
the movement.]'' Mr. Gingrich used the Renewing American 
Civilization message in almost every political and campaign 
speech he made in 1993 and 1994. He was instrumental in 
determining that virtually the entire political program for 
GOPAC for 1993 and 1994 would be centered on developing, 
disseminating, and using the message of Renewing American 
Civilization. (11/15/96 Roady Tr. 125-127, 144-145, 148-149, 
153, 177, 218).
    Although GOPAC's financial resources were not sufficient to 
enable it to carry out all of the political programs at its 
usual level during this period, it had many roles in regard to 
the course. These roles included development of the course 
content which was coordinated in advance with GOPAC charter 
members, fundraising for the course on behalf of the section 
501(c)(3) organizations, and promotion of the course. GOPAC 
envisioned a partisan, political role for the course. (11/15/96 
Roady Tr. 197-202, 208-209).
    From 1993 to 1995, KSCF and PFF spent most of the money 
they had raised for the course on the dissemination of the 20 
hours taught by Mr. Gingrich. These funds were raised primarily 
through tax-deductible charitable contributions to KSCF and to 
PFF,74 funding that would not have been available had the 
project been conducted by GOPAC or another political or 
noncharitable organization.
---------------------------------------------------------------------------
    \74\ Some funding came from the sale of videotapes and audiotapes 
of the course. (7/12/96 Eisenach Tr. 283).
---------------------------------------------------------------------------
    According to Ms. Roady, the facts as set forth above show 
that, although the Renewing American Civilization course served 
an educational purpose, it had another purpose as well. (11/19/
96 Roady Tr. 37, 40). The other purpose was to provide a means 
for developing and disseminating the message of Renewing 
American Civilization by replacing the welfare state with an 
opportunity society. That was the main message of GOPAC and the 
main message of virtually every political and campaign speech 
made by Mr. Gingrich in 1993 and 1994. Through the efforts of 
Mr. Gingrich and others acting with his knowledge and approval, 
tax-deductible charitable contributions were raised to support 
the dissemination of a course in furtherance of Mr. Gingrich's 
political strategies. (11/19/96 Roady Tr. 37, 38). Mr. Gingrich 
encouraged GOPAC, House Republicans and other Republican 
entities and candidates to use the course in their political 
strategies as well. (11/15/96 Roady Tr. 145, 152, 173).
    The partisan, political benefit to these parties was 
intended from the outset, and this benefit cannot be considered 
merely incidental. To the contrary, the evidence supports a 
finding that one of Mr. Gingrich's main purposes for teaching 
the course was to develop and disseminate the ideas, language, 
and concepts of Renewing American Civilization as an integral 
part of a broad movement intended to have political 
consequences that would benefit him in his re-election efforts, 
GOPAC in its political efforts, and other Republican entities 
and candidates in seeking to attain a Republican majority. For 
these reasons, Ms. Roady concluded that one of the purposes of 
Mr. Gingrich's activities on behalf of KSCF, PFF and Reinhardt 
in regard to the course entitled ``Renewing American 
Civilization'' and the activities of others on behalf of those 
organizations with Mr. Gingrich's knowledge and approval was to 
provide more than an incidental benefit to Mr. Gingrich, GOPAC, 
and other Republican entities and candidates in violation of 
the private benefit prohibition. (11/15/96 Roady Tr. 122, 125, 
127, 143-145, 148, 152, 153, 187-189, 213-217).

                  b. Campaign intervention prohibition

    As discussed above, neither the fact that the content of 
the Renewing American Civilization course is educational within 
the meaning of section 501(c)(3) nor the fact that the course 
lectures do not contain expressions of support or opposition 
for a particular candidate precludes a finding that there is a 
violation of the campaign intervention prohibition. Section 
501(c)(3) organizations are prohibited from establishing or 
supporting PACs, and from providing support to candidates in 
their campaign activities. The relevant issue is whether the 
course provided support to GOPAC or to Mr. Gingrich in his 
capacity as a candidate.
    According to Ms. Roady, there is substantial evidence of 
such support in this case. As discussed above, the evidence 
shows that the course was developed by Mr. Gingrich as a part 
of a broader political movement to renew American civilization 
by replacing the welfare state with an opportunity society. The 
course was an important vehicle for disseminating the message 
of that movement. The message of replacing the welfare state 
with the opportunitysociety was also used in a partisan, 
political fashion. The ``welfare state'' was associated with Democrats 
and the ``opportunity society'' was associated with Republicans. The 
message of the course was also the main message of GOPAC during 1993 
and 1994 and the main message of virtually every political and campaign 
speech made by Mr. Gingrich in 1993 and 1994. Through the use of 
section 501(c)(3) organizations, Mr. Gingrich and others acting with 
his knowledge and approval raised tax-deductible charitable 
contributions which were used to support a course designed, developed 
and disseminated in a manner that provided support to GOPAC in its 
political programs and to Mr. Gingrich in his re-election campaign. For 
these reasons, Ms. Roady concluded that Mr. Gingrich's activities on 
behalf of KSCF, PFF and Reinhardt and the activities of others on 
behalf of those organizations with Mr. Gingrich's knowledge and 
approval provided support to GOPAC and to Mr. Gingrich in violation of 
the campaign intervention prohibition. (11/15/96 Roady Tr. 171-175, 
194).

                  D. Advice Ms. Roady Would Have Given

    Had Mr. Gingrich or others associated with ACTV or Renewing 
American Civilization consulted with Ms. Roady prior to 
conducting these activities under the sponsorship of 501(c)(3) 
organizations, she would have advised that they not do so for 
the reasons set forth above. During her testimony before the 
Subcommittee, she was asked what her advice would have been to 
Mr. Gingrich and others associated with ACTV and Renewing 
American Civilization. She said that she would have recommended 
the use of a 501(c)(4) organization to pay for the 
dissemination of the course, as long as the dissemination was 
not the primary activity of the 501(c)(4) organization. If this 
had been done, contributions for ACTV and the course would not 
have been tax-deductible. (11/15/96 Roady Tr. 207-208).

       VII. Summary of Conclusions of Mr. Gingrich's Tax Counsel

                            A. Introduction

    During the Preliminary Inquiry, Mr. Gingrich's lawyer 
forwarded to the Subcommittee a legal opinion letter and 
follow-on letter regarding the tax questions at issue. The 
letters were prepared by attorney James P. Holden. At Mr. 
Gingrich's request, Mr. Holden and his partner who helped him 
prepare the letters, Susan Serling, met with the Subcommittee 
on December 12, 1996, to discuss his conclusions. The purpose 
of the letters was to express Mr. Holden's conclusions 
regarding whether any violation of section 501(c)(3) occurred 
with respect to the Renewing American Civilization course.
    His understanding of the facts of the matter was based on a 
review of the course book prepared for the course, videotapes 
of the course, documents produced by KSC pursuant the Georgia 
Opens Records Act, PFF's application to the IRS for exemption, 
newspaper articles, discussions with Mr. Baran, Mr. Eisenach, 
and counsel to PFF and KSCF.\75\
---------------------------------------------------------------------------
    \75\ Mr. Holden and his partner conferred with Mr. Eisenach for 
about three hours. (12/12/96 Holden Tr. 38). The conversation with KSCF 
counsel, via telephone, lasted about 30 minutes. (12/12/96 Holden Tr. 
39). The conversation with PFF's counsel lasted about two hours. (12/
12/96 Holden Tr. 38-39). Mr. Holden did not talk to Mr. Gingrich prior 
to writing the opinion. (12/12/96 Holden Tr. 43). He also did not talk 
to anyone else involved in the course, such as Mr. Hanser, Ms. Rogers, 
Ms. Nelson, Mr. Mescon, or Ms. Minnix. (12/12/96 Holden Tr. 43-44).
---------------------------------------------------------------------------

            B. Qualifications of Mr. Gingrich's Tax Counsel

    Mr. Holden is a partner at the Washington, D.C. law firm of 
Steptoe and Johnson. He was an adjunct professor at Georgetown 
University Law Center from 1970 to 1983. He is co-author of 
``Ethical Problems in Federal Tax Practice'' and ``Standards of 
Tax Practice.'' He is the author of numerous tax publications 
and a speaker at numerous tax institutes. He was chair of the 
American Bar Association Section of Taxation from 1989 to 1990; 
chair of the Advisory Group to the Commissioner of Internal 
Revenue from 1992 to 1993; and chair of the IRS Commissioner's 
Review Panel on Integrity Controls from 1989 to 1990. He was a 
trustee and president of the American Tax Policy Institute from 
1993 to 1995 and a regent of the American College of Tax 
Counsel. He is or was a member of the following organizations: 
American Law Institute (consultant, Federal Income Tax 
Project); Advisory Group to Senate Finance Committee Staff 
regarding Subchapter C revisions (1984-1985); Board of 
Advisors, New York University/Internal Revenue Service 
Continuing Professional Education Program (1987-1990); and BNA 
Tax Management Advisory Board. He received a J.D. degree from 
Georgetown University Law Center in 1960 and a B.S. degree from 
the University of Colorado in 1953.
    His experience in 501(c)(3) law stems principally from one 
client and one case that has been before the IRS for the past 
six years. (12/12/96 Holden Tr. 21).\76\ He said during his 
testimony, ``I don't pretend today to be a specialist in exempt 
organizations. * * * I pretend to be an expert in the political 
aspects of such organizations.'' (12/12/96 Holden Tr. 21). The 
one case Mr. Holden worked on has not been resolved and he has 
spent, on average, about 30 percent of his time for the last 
six years on this case. (12/12/96 Holden Tr. 24). He has never 
been a member of any organization or committee concerned 
principally with tax-exempt organizations law. (12/12/96 Holden 
Tr. 25). He does not have any publications in the exempt 
organizations field. (12/12/96 Holden Tr. 25). He has never 
given any speeches on exempt organizations law nor has he been 
an expert witness with respect to exempt organizations law. 
(12/12/96 Holden Tr. 26).
---------------------------------------------------------------------------
    \76\ Although Mr. Holden declined to identify the client in this 
case, he said that the case ``is perhaps the largest case the Internal 
Revenue Service has before it on this whole issue.'' (12/12/96 Holden 
Tr. 20-21).
---------------------------------------------------------------------------
    When Mr. Baran asked Mr. Holden to prepare his opinion 
letter, Mr. Baran did not ask what qualifications Mr. Holden 
had in the exempt organizations area. (12/12/96 Holden Tr. 32). 
Mr. Holden did not give Mr. Baran any information regarding his 
background in exempt organizations law other than the names of 
two references. (12/12/96 Holden Tr. 33).
    Mr. Holden's partner who helped prepared the opinion, Susan 
Serling, does not have experience in the exempt organizations 
field other than with respect to the one case referred to above 
that is still before the IRS. (12/12/96 Holden Tr. 27). She is 
not a member of the ABA Exempt Organizations Committee and does 
not have any publications in the exempt organizations field. 
She has never given any speeches pertaining to exempt 
organizations law and has never testified as an expert witness 
with respect to exempt organizations law. (12/12/96 Holden Tr. 
27).

        C. Summary of Conclusions of Mr. Gingrich's Tax Counsel

    As set forth in Mr. Holden's opinion letter, his follow-on 
letter, and in his testimony, it was Mr. Holden's opinion, 
based on his review of the facts available to him, that ``there 
would be no violation of section 501(c)(3) if an organization 
described in that section were to conduct `Renewing American 
Civilization' as its primary activity.'' (9/6/96 Holden Ltr. 
4). In arriving at this opinion, Mr. Holden evaluated the facts 
in light of the requirements:

          1. that a section 501(c)(3) organization be operated 
        exclusively for an exempt purpose;
          2. that the organization serve a public rather than a 
        private interest;
          3. that the earnings of an organization not inure to 
        the benefit of any person;
          4. that no substantial part of the activities of the 
        organization consist of attempting to influence 
        legislation; and
          5. that the organization not participate or intervene 
        in any political campaign in support of or in 
        opposition to any candidate for public office.

(9/6/96 Holden Ltr. 4). A discussion of Mr. Holden's views on 
the two principal tax questions at issue before the 
Subcommittee--the private benefit prohibition and campaign 
intervention prohibition--is set forth below.

                     1. Private Benefit Prohibition

    With respect to whether Renewing American Civilization 
violated the private benefit prohibition described above, Mr. 
Holden's opinion and follow-on letter focused exclusively on 
the American Campaign Academy case. His letters did not refer 
to other precedent or IRS statements pertaining to the private 
benefit prohibition. In evaluating whether Renewing American 
Civilization created any discernible secondary benefit, in the 
terms used by the Court in American Campaign Academy, Mr. 
Holden considered whether the course provided an ``identifiable 
benefit'' to GOPAC or the Republican party. He concluded that 
it did not.

          Following our review of the course materials, the 
        course syllabi, and video tapes of the course lectures, 
        we have not been able to identify any situation in 
        which students of the course were advised to vote 
        Republican, join the Republican party, join GOPAC, or 
        support Republicans in general. Rather, the course 
        explored broad aspects of American civilization through 
        Mr. Gingrich's admittedly partisan viewpoint.

(9/17/96 Holden Ltr. 5). Mr. Holden also wrote:

          From our review of the course materials * * * and 
        their presentation, it appears to us that the 
        educational message was not narrowly targeted to 
        benefit particular organizations or persons beyond the 
        students themselves.

(9/6/96 Holden Ltr. 58). During his testimony before the 
Subcommittee, Mr. Holden said that because the course was 
educational within the meaning of the ``methodology test'' 
referred to above, he could not ``conceive'' of how the broad 
dissemination of its message could violate 501(c)(3). (12/12/96 
Holden Tr. 71).

          Now, when we get into the course--and I am saying I 
        am going to look at the activities, and if I have a 
        clean educational message, then my organization is 
        entitled to disseminate that message as broadly as we 
        have the resources to do [for any purpose as long as it 
        is] serving the public with that in the sense that this 
        message has utility to the public.

(12/12/96 Holden Tr. 113-114).

    In coming to his conclusion that the course did not violate 
the private benefit prohibition, Mr. Holden made several 
findings of fact and several assumptions. For example, he wrote 
that he considered the facts that established a close 
connection between individuals who were active in GOPAC and the 
development and promotion of the course. As he characterized 
it, GOPAC's former Executive Director and GOPAC employees 
became employees or contractors to the organizations that 
conducted the course. Individuals, foundations, and 
corporations that provided financial support for the course 
were also contributors to GOPAC or Mr. Gingrich's political 
campaigns. GOPAC employees solicited contributions for the 
course. (9/6/96 Holden Ltr. 4). Furthermore, documents he 
reviewed:

        provide[d] evidence that the course was developed in a 
        political atmosphere and as part of a larger political 
        strategy. The documents indicate that Mr. Gingrich and 
        GOPAC evolved a political theme that they denominated 
        ``Renewing American Civilization'' and that, in their 
        political campaign capacities, they intended to press 
        this theme to the advantage of Republican candidates.

(9/17/96 Holden Ltr. 2).

    Mr. Holden assumed a political motivation behind the 
development of the course. As described in his opinion letter:

          [T]he individuals who controlled GOPAC and who 
        participated in promoting the course viewed the course 
        as desirable in a political context, and many of their 
        expressions and comments evidence a political motive 
        and interest. * * * Mr. Gingrich is a skilled 
        politician whose ideology finds expression in a 
        political message, and he is interested in maximum 
        exposure of that message and in generating interest in 
        those who might be expected to become advocates of the 
        message. In sum, we have not assumed that the 
        development and promotion of the course were free from 
        political motivation.

(9/6/96 Holden Ltr. 4-5). Furthermore, Mr. Holden said that 
when preparing his opinion, he made the ``critical assumption 
that the interests of the political persona surrounding GOPAC 
were advanced by creating this course.'' (12/12/96 Holden Tr. 
72). In this regard, Mr. Holden also said during his testimony:

          We have taken as an assumption that the intent [of 
        the course] was to benefit the political message. If 
        someone told me that teaching the course actually 
        resulted in the benefit, I guess I wouldn't be 
        surprised because that was our understanding of the 
        objective. * * * I accept[ed] for purposes of our 
        opinion that there was an intent to advance the 
        political message by utilizing a (c)(3).

(12/12/96 Holden Tr. 83).

    In Mr. Holden's opinion, however, the political motivation 
or strategy behind the creation of the course is irrelevant 
when determining whether a violation of the private benefit 
prohibition occurred.

          It is not the presence of politicians or political 
        ideas that controls. The pertinent law does not turn on 
        the political affiliations or political motivations of 
        the principal participants.

(9/6/96 Holden Ltr. 6). According to Mr. Holden, the issue of 
whether a violation of 501(c)(3) occurred ``may not be resolved 
by a determination that the individuals who designed and 
promoted the course acted with political motivation.'' (9/17/96 
Holden Ltr. 4). In his opinion, when determining whether an 
organization violated the private benefit prohibition, it is 
necessary to determine whether an organization's activities in 
fact served a private interest. (12/12/96 Holden Tr. 80). What 
motivates the activities is irrelevant.

          I'm saying it's irrelevant to look to what caused an 
        individual or group of individuals to form a (c)(3) or 
        to utilize a 501(c)(3) organization. The question 
        instead is on the activities--the focus instead is on 
        the activities of the organization and whether they 
        violated the operational test. I think that's a 
        critical distinction.

(12/12/96 Holden Tr. 61). He said that he was ``aware of no 
authority that would hold that because one is motivated to 
establish a 501(c)(3) organization by business, political, or 
other motivation, that means that the organization cannot 
operate in a manner that satisfies 501(c)(3), because we are 
talking about an operational test.'' (12/12/96 Holden Tr. 17-
18). Mr. Holden cited American Campaign Academy as an authority 
for his conclusion that an organization's activity must itself 
benefit a targeted group and that motivation of an 
organization's agents in conducting that activity is 
irrelevant. Mr. Holden said:

          [In American Campaign Academy] [t]he focus was, 
        instead, on the operational test and whether the 
        activities of the organization evidenced a purpose to 
        serve a private interest. But you have to find that in 
        the activities of the organization and not in some 
        general notion of motivation or background purpose.

(12/12/96 Holden Tr. 61).

    In light of these and similar comments made by Mr. Holden, 
the Special Counsel asked Mr. Holden to comment on statements 
found in the American Campaign Academy case at page 1064. The 
statements are in a section of the case under the heading 
``Operational Test'' and are as follows:

          The operational test examines the actual purpose for 
        the organization's activities and not the nature of the 
        activities or the organization's statement of purpose. 
        (citations omitted). (emphasis supplied).
          In testing compliance with the operational test, we 
        look beyond the four corners of the organization's 
        charter to discover ``the actual objects motivating the 
        organization and the subsequent conduct of the 
        organization.'' (citations omitted). (emphasis 
        supplied).
          What an organization's purposes are and what purposes 
        its activities support are questions of fact. 
        (citations omitted).

(12/12/96 Holden Tr. 75-76). After the Special Counsel brought 
these sections of the case to Mr. Holden's attention, the 
following exchange occurred:

          Mr. Holden: May I refer you to the last sentence 
        before the next heading, ``Operating Primarily for 
        Exempt Purposes.'' The last sentence before that says: 
        ``The sole issue for declaration [sic] is whether 
        respondent properly determined that petitioner failed 
        to satisfy the first condition of the operational test 
        by not primarily engaging in activities, which is not 
        for exempt purposes.''
          It's an activities test. And this is where the courts 
        say this is the sole issue. The stuff before, they're 
        just kind of reciting the law. When he gets to this, he 
        said this is what we have to determine.
          Mr. Cole: But in reciting the law, don't they say, in 
        testing compliance with the operational test, we look 
        beyond the four corners of the organization's charter 
        to discover the actual objects motivating the 
        organization? Prior to that, they say the operational 
        test examines the actual purpose for the organization's 
        activities, not the nature of the activities or the 
        organization's statement of purpose.
          I grant you that is the statement of the law, but you 
        are saying that has no significance?
          Mr. Holden: That's not the case Judge Nims decided. * 
        * *

(12/12/96 Holden Tr. 77).

                  2. campaign intervention prohibition

    In his opinion letter, Mr. Holden wrote that it was 
``important to note that section 501(c)(3) does not, as is 
often suggested, bar `political activity' [by 501(c)(3) 
organization].'' (9/6/96 Holden Ltr. 68). The prohibition is 
more limited and prohibits an organization from participating 
in or intervening in any political campaign on behalf of or in 
opposition to any candidate for public office. In order for an 
organization to violate this prohibition, there must exist a 
campaign, a candidate, a candidate seeking public office, and 
an organization that participates or intervenes on behalf of or 
in opposition to that candidate. (9/6/96 Holden Ltr. 68-69). 
Mr. Holden concluded that the course did not violate this 
prohibition.

          The [course] materials contain no endorsement of or 
        opposition to the candidacy of any person, whether 
        expressed by name or through the use of a label that 
        might be taken as a stand-in for a candidate. While the 
        materials are critical of what is referred to as the 
        ``welfare state'' and laudatory of what is described as 
        an ``opportunity society,'' none of this is properly 
        characterized as personalized to candidates, directly 
        or indirectly.

(9/6/96 Holden Ltr. 72). During his testimony before the 
Subcommittee, Mr. Holden said that the course contained issue 
advocacy in the sense that it called for the replacement of the 
welfare state with the opportunity society. (12/12/96 Holden 
Tr. 103-104). He also said that this issue--the replacement of 
the welfare state with an opportunity society--was closely 
identified with Mr. Gingrich and his political campaigns. (12/
12/96 Holden Tr. 104). He, however, did not see this as a basis 
for concluding that the course violated the prohibition on 
intervention in a political campaign because ``Mr. Gingrich 
[had not] captured [this issue] to the point where it is not a 
legitimate public interest issue for discussion in a purely 
educational setting, even where he is the instructor.'' (12/12/
96 Holden Tr. 104).77
---------------------------------------------------------------------------
    \77\ See also 12/12/96 Holden Tr. 103:
    Mr. Schiff: But if you are providing 501(c)(3) raised money to pay 
for that candidate to give the same message, which is his political 
message, I think, for all substantial purposes, aren't you then, in 
effect, intervening or even endorsing the candidate by using that type 
of money to allow him to get his message further than it would get in 
the absence of that money?
    Mr. Holden: I go back to the fact that we have a clean curriculum 
that we were talking about in a hypothetical and in the judgment that 
we reached about this case, and I don't believe that merely because a 
political figure takes a particular set of values and articulates them 
as a political theme, that that so captures that set of values that a 
501(c)(3) organization cannot legitimately educate people about that 
same set of values.
    Mr. Schiff: With the same messenger?
    Mr. Holden: It doesn't seem to me that that compels a conclusion 
that there's a violation of 501(c)(3).
---------------------------------------------------------------------------

                 D. Advice Mr. Holden Would Have Given

    During his appearance before the Subcommittee, Mr. Holden 
was asked about what type of organization he would have advised 
Mr. Gingrich and others to use in order to conduct and 
disseminate Renewing American Civilization had he been asked in 
advance. He said that he would not have advised the use of a 
501(c)(3) organization because the mix of politics and tax-
deductible funds is too ``explosive.''

          I would have advised them not to do the activity 
        through a (c)(3). I have already expressed that view to 
        the Speaker. He didn't consult me in advance, but I 
        said, if I had been advising you in advance. He said, 
        why not. I said, because the intersection of political 
        activity and 501(c)(3) is such an explosive mix in 
        terms of the IRS view of things that I would not advise 
        you to move that close to the issue. You should find a 
        way of financing the course that doesn't involve the 
        use of 501(c)(3) funds. That would have been my advice 
        to him.
          I said, that doesn't mean I conclude that what you 
        did is a violation. In fact, I think we are kind of 
        fairly far out beyond the frontiers of what has been 
        decided in the past in this area. We are looking at the 
        kind of case that I do not think has ever been 
        presented. I do not see how anyone can conclude that 
        this is an open and shut case. It just is not of that 
        character.

(12/12/96 Holden Tr. 132-134). Mr. Holden said that an 
appropriate vehicle for the course might have been a 501(c)(4) 
organization because such an organization can engage in some 
political activity and the activity would not have used tax-
deductible funds. (12/12/96 Holden Tr. 132-134). Later, Mr. 
Holden re-iterated that he would have not recommended that 
Renewing American Civilization be sponsored and funded by a 
501(c)(3) organization and pointed out such activities are 
highly likely to attract the attention of the IRS.

          [T]hose funds are deductible and the conjunction of 
        politics and a (c)(3) organization is so explosive as a 
        mix that it is bound to attract the attention of the 
        Internal Revenue Service. I wouldn't have been thinking 
        about this committee. I would have been thinking about 
        whether the Internal Revenue Service would have been 
        likely to challenge.

(12/12/96 Holden Tr. 146). After Mr. Holden made this comment, the 
following exchange occurred:

          Ms. Pelosi: So it would have raised questions[?]
          Mr. Holden: Yes.
          Mr. Goss: Isn't that a little bit akin to having a 
        yacht and an airplane on your tax return for business 
        purposes[?]
           Mr. Holden: It is one of those things that stands 
        out.

(12/12/96 Holden Tr. 146-147).

 VIII. Summary of Facts Pertaining to Statements Made to the Committee

                             A. Background

    On or about September 7, 1994, Ben Jones, Mr. Gingrich's 
Democratic opponent in 1994, filed with the Committee a 
complaint against Mr. Gingrich. The complaint centered on the 
course. Among other things, it alleged that Mr. Gingrich had 
used his congressional staff to work on the course and that he 
had misused organizations that were exempt from taxation under 
section 501(c)(3) of the Internal Revenue Code because the 
course was a partisan, political project, with significant 
involvement by GOPAC, and was not a permissible activity for a 
section 501(c)(3) organization. (Ex. 135).
    On or about October 4, 1994, Mr. Gingrich wrote the 
Committee in response to the complaint and primarily addressed 
the issues concerning the use of congressional staff for the 
course. In doing so he stated:

          I would like to make it abundantly clear that those 
        who were paid for course preparation were paid by 
        either the Kennesaw State Foundation, [sic] the 
        Progress and Freedom Foundation or GOPAC. * * * Those 
        persons paid by one of the aforementioned groups 
        include: Dr. Jeffrey Eisenach, Mike DuGally, Jana 
        Rogers, Patty Stechschultez [sic], Pamela Prochnow, Dr. 
        Steve Hanser, Joe Gaylord and Nancy Desmond.

(Ex. 136, p. 2).

    After the Committee received and reviewed Mr. Gingrich's 
October 4, 1994 letter, it sent him a letter dated October 31, 
1994, asking for additional information concerning the 
allegations of misuse of tax-exempt organizations in regard to 
the course. The Committee also asked for information relating 
to the involvement of GOPAC in various aspects of the course. 
As set forth in the letter, the Committee wrote:

    There is, however, an allegation which requires explanation 
before the Committee can finalize its evaluation of the 
complaint. This is the allegation that, in seeking and 
obtaining funding for your course on Renewing American 
Civilization, you improperly used tax-exempt foundations to 
obtain taxpayer subsidization of political activity.
          * * * * * * *
    Your answers to [questions set forth in the letter] would 
be helpful to the Committee in deciding what formal action to 
take with respect to the complaint.
          * * * * * * *
    A number of documents submitted by Ben Jones, however, 
raise questions as to whether the course was in fact 
exclusively educational in nature, or instead constituted 
partisan political activity intended to benefit Republican 
candidates.

(Ex. 137, pp. 1-2).

   B. Statements Made by Mr. Gingrich to the Committee, Directly or 
                            Through Counsel

       1. Mr. Gingrich's December 8, 1994 Letter to the Committee

    In a letter dated December 8, 1994, Mr. Gingrich responded 
to the Committee's October 31, 1994 letter. (Ex. 138). In that 
letter, Mr. Gingrich made the following statements, which he 
has admitted were inaccurate, incomplete, and unreliable.

          1. [The course] was, by design and application, 
        completely non-partisan. It was and remains about 
        ideas, not politics. (Ex. 138, p. 2).
          2. The idea to teach ``Renewing American 
        Civilization'' arose wholly independent of GOPAC, 
        because the course, unlike the committee, is non-
        partisan and apolitical. My motivation for teaching 
        these ideas arose not as a politician, but rather as a 
        former educator and concerned American citizen * * *. 
        (Ex. 138, p. 4).
          3. The fact is, ``Renewing American Civilization'' 
        and GOPAC have never had any official relationship. 
        (Ex. 138, p. 4).
          4. GOPAC * * * is a political organization whose 
        interests are not directly advanced by this non-
        partisan educational endeavor. (Ex. 138, p. 5).
          5. As a political action committee, GOPAC never 
        participated in the administration of ``Renewing 
        American Civilization.'' (Ex. 138, p. 4).
          6. Where employees of GOPAC simultaneously assisted 
        the project, they did so as private, civic-minded 
        individuals contributing time and effort to a 501(c)(3) 
        organization. (Ex. 138, p. 4).
          7. Anticipating media or political attempts to link 
        the Course to [GOPAC], ``Renewing American 
        Civilization'' organizers went out of their way to 
        avoid even the appearances of improper association with 
        GOPAC. Before we had raised the first dollar or sent 
        out the first brochure, Course Project Director Jeff 
        Eisenach resigned his position at GOPAC. (Ex. 138, p. 
        4).

The goal of the letter was to have the complaint dismissed. (11/13/96 
Gingrich Tr. 36).

  2. March 27, 1995 Letter of Mr. Gingrich's Attorney to the Committee

    On January 26, 1995, Representative Bonior filed with the 
Committee an amended version of the Ben Jones complaint against 
Mr. Gingrich. (Ex. 139). Among other things, the complaint re-
alleged that the Renewing American Civilization course had 
partisan, political purposes and was in violation of section 
501(c)(3). The complaint also alleged substantial involvement 
of GOPAC in the course. (Ex. 139, pp. 1-7). In a letter dated 
March 27, 1995, Mr. Baran, Mr. Gingrich's attorney and a 
partner at the law firm of Wiley, Rein and Fielding, filed a 
response on behalf of Mr. Gingrich to the amended complaint. 
(Ex. 140, PFF 4347). Prior to the letter being delivered, Mr. 
Gingrich reviewed it and approved its submission to the 
Committee. (7/18/96 Gingrich Tr. 274-275).

          Mr. Cole: If there was anything inaccurate in the 
        letter, would you have told Mr. Baran to change it?
          Mr. Gingrich: Absolutely.

(7/18/96 Gingrich Tr. 275).

    The letter contains the following statements, which Mr. 
Gingrich has admitted were inaccurate, incomplete, and 
unreliable.

          1. As Ex. 13 demonstrates, the course solicitation * 
        * * materials are completely non-partisan. (Ex. 140, p. 
        19, fn. 7).
          2. GOPAC did not become involved in the Speaker's 
        academic affairs because it is a political organization 
        whose interests are not advanced by this non-partisan 
        educational endeavor. (Ex. 140, p. 35).
          3. The Renewing American Civilization course and 
        GOPAC have never had any relationship, official or 
        otherwise. (Ex. 140, p. 35).
          4. As noted previously, GOPAC has had absolutely no 
        role in funding, promoting, or administering Renewing 
        American Civilization. (Ex. 140, pp. 34-35).
          5. GOPAC has not been involved in course fundraising 
        and has never contributed any money or services to the 
        course. (Ex. 140, p. 28).
          6. Anticipating media or political attempts to link 
        the course to GOPAC, course organizers went out of 
        their way to avoid even the appearance of associating 
        with GOPAC. Prior to becoming Course Project Director, 
        Jeffrey Eisenach resigned his position at GOPAC and has 
        not returned. (Ex. 140, p. 36).

The purpose of Mr. Baran's letter was to have the Committee 
dismiss the complaints against Mr. Gingrich. (11/13/96 Gingrich 
Tr. 35-36).

    C. Subcommittee's Inquiry Into Statements Made to the Committee

    On September 26, 1996, the Subcommittee expanded the scope 
of the Preliminary Inquiry to determine:

        [w]hether Representative Gingrich provided accurate, 
        reliable, and complete information concerning the 
        course entitled ``Renewing American Civilization,'' 
        GOPAC's relationship to the course entitled ``Renewing 
        American Civilization,'' or the Progress and Freedom 
        Foundation in the course of communicating with the 
        Committee, directly or through counsel * * *.

On October 1, 1996, the Subcommittee requested that Mr. 
Gingrich produce to the Subcommittee all documents that were 
used or relied upon to prepare the letters at issue--the 
letters dated October 4, 1994, December 8, 1994 and March 27, 
1995. Mr. Gingrich responded to the Committee's request on 
October 31, 1996. (Ex. 141). In his response, Mr. Gingrich 
described how extremely busy he was at the time the October 4, 
1994, and December 8, 1994 letters were prepared. He said, the 
October 4, 1994 letter was written ``in [the] context of 
exhaustion and focused effort'' on finishing a congressional 
session, traveling to over a hundred congressional districts, 
tending to his duties as Whip, and running for re-election in 
his district. (Ex. 141, p. 1). At the time of the December 8, 
1994 letter, he said that he and his staff were ``making 
literally hundreds of decisions'' as part of the transition in 
the House from Democratic to Republican Control. (Ex. 141, p. 
2; 11/13/96 Gingrich Tr. 6, 10, 26). With respect to his level 
of activity at the time the March 27, 1995 letter was created 
Mr. Gingrich said the following:

          [W]e were going through passing the Contract with 
        America in a record 100 days in what many people 
        believe was a forced march. I was, in parallel, 
        beginning to lay out the base for the balanced budget 
        by 2002, and I was, frankly, being too noisy publicly 
        and damaging myself in the process.
          I had three projects--four; I was writing a book. So 
        those four projects were ongoing as I was going home to 
        report to my district, and we were being battered as 
        part of this continuum by Bonior and others, and we 
        wanted it handled in a professional, calm manner. We 
        wanted to honor the Ethics process.

(11/13/96 Gingrich Tr. 33-34).

    Mr. Gingrich wrote in his October 31, 1996 response to the 
Subcommittee that ``although [he] did not prepare any of the 
letters in question, in each case [he] reviewed the documents 
for accuracy.'' (Ex. 141, p. 3). Specifically, with respect to 
the October 4, 1994 letter, his assistant, Annette Thompson 
Meeks, showed him the draft she had created and he ``read it, 
found it accurate to the best of [his] knowledge, and signed 
it.'' (Ex. 141, p. 2). With respect to the December 8, 1994 
letter, he wrote, ``Again I would have read the letter 
carefully and concluded that it was accurate to the best of my 
knowledge and then signed it.'' (Ex. 141, p. 2). With respect 
to the March 27, 1995 letter, he wrote that he ``read [it] to 
ensure that it was consistent with [his] recollection of events 
at that time.'' (Ex. 141, p. 3).

     D. Creation of the December 8, 1994 and March 27, 1995 Letters

    Mr. Gingrich appeared before the Subcommittee on November 
13, 1996 to testify about these letters.\78\ He began his 
testimony by stating that the ``ethics process is very 
important.'' (11/13/96 Gingrich Tr. 4). He then went on to 
state:
---------------------------------------------------------------------------
    \78\ Mr. Gingrich appeared twice before the Subcommittee to discuss 
these letters. The first time was on November 13, 1996, in response to 
a request from the Subcommittee that he appear and testify about the 
matter under oath. The second time was on December 10, 1996, as part of 
his opportunity to address the Subcommittee pursuant to Rule 17(a)(3) 
of the Committee's Rules. Pursuant to Committee Rules, that appearance 
was also under oath.

          On Monday I reviewed the 380-page [July 1996] 
        interview with Mr. Cole, and I just want to begin by 
        saying to the [C]ommittee that I am very embarrassed to 
        report that I have concluded that reasonable people 
        could conclude, looking at all the data, that the 
        letters are not fully responsive, and, in fact, I think 
        do fail to meet the standard of accurate, reliable and 
---------------------------------------------------------------------------
        complete.

(11/13/96 Gingrich Tr. 5). Mr. Gingrich said several times that 
it was only on the Monday before his testimony--the day when he 
reviewed the transcript of his July interview with Mr. Cole--
that he realized the letters were inaccurate, incomplete, and 
unreliable. (11/13/96 Gingrich Tr. 5, 8, 10, 149, 150, 195; 12/
10/96 Gingrich Tr. 75). In his testimony before the 
Subcommittee the next month, Mr. Gingrich ``apologized for what 
was clearly a failure to communicate accurately and completely 
with this [C]ommittee.'' (12/10/96 Gingrich Tr. 5). Mr. 
Gingrich said the errors were a result of ``a failure to 
communicate involving my legal counsel, my staff and me.''
(12/10/96 Gingrich Tr. 5). Mr. Gingrich went on to say:

    After reviewing my testimony, my counsel's testimony, and 
the testimony of two of his associates, the ball appears to 
have been dropped between my staff and my counsel regarding the 
investigation and verification of the responses submitted to 
the [C]ommittee.
    As I testified, I erroneously, it turns out, relied on 
others to verify the accuracy of the statements and responses. 
This did not happen. As my counsel's testimony indicates, there 
was no detailed discussion with me regarding the submissions 
before they were sent to the [C]ommittee. Nonetheless, I bear 
responsibility for them, and I again apologize to the 
[C]ommittee for what was an inadvertent and embarrassing 
breakdown.
          * * * * * * *
    At no time did I intend to mislead the [C]ommittee or in 
any way be less than forthright.

(12/10/96 Gingrich Tr. 5-7). Of all the people involved in 
drafting, reviewing, or submitting the letters, the only person 
who had first-hand knowledge of the facts contained within them 
with respect to the Renewing American Civilization course was 
Mr. Gingrich.

               1. Creation of the December 8, 1994 Letter

    According to Mr. Gingrich, after he received the 
Committee's October 31, 1994 letter, he decided that the issues 
in the letter were too complex to be handled by his office and 
he sought the assistance of an attorney. (11/13/96 Gingrich Tr. 
11). Mr. Gaylord, on behalf of Mr. Gingrich, contacted Jan 
Baran and the Mr. Baran's firm began representing Mr. Gingrich 
on November 15, 1994. (11/14/96 Gaylord Tr. 16; 79 11/13/
96 Baran Tr. 4; 80 12/10/96 Gingrich Tr. 5). The response 
prepared by Mr. Baran's firm became the letter from Mr. 
Gingrich to the Committee dated December 8, 1994.
---------------------------------------------------------------------------
    \79\ Mr. Gaylord was the one to contact the firm because his 
position was ``advisor to Congressman Gingrich'' and he coordinated 
``all of the activities that were outside the official purview of [Mr. 
Gingrich's] congressional responsibilities.'' (11/14/96 Gaylord Tr. 19; 
11/13/96 Baran Tr. 7).
    \80\ Mr. Gingrich waived his attorney/client privilege and asked 
Mr. Baran to testify before the Committee. (11/13/96 Gingrich Tr. 5).
---------------------------------------------------------------------------
    According to Mr. Baran, he did not receive any indication 
from Mr. Gaylord or Mr. Gingrich that Mr. Baran was to do any 
kind of factual review in order to prepare the response. (11/
13/96 Baran Tr. 47-48). 81 Mr. Baran and his staff did not 
seek or review documents other than those attached to the 
complaint of Mr. Jones and the Committee's October 31, 1994 
letter to Mr. Gingrich 82 and did not contact GOPAC, 
Kennesaw State College, or Reinhardt College. (11/13/96 Baran 
Tr. 13, 15, 18). Mr. Baran did not recall speaking to Mr. 
Gingrich about the letter other than possibly over dinner on 
December 9, 1994--one day after the letter was signed by Mr. 
Gingrich. (11/13/96 Baran Tr. 18, 33). Mr. Baran did contact 
Mr. Eisenach, but did not recall the ``nature of the contact.'' 
(11/13/96 Baran Tr. 16). Mr. Eisenach said he had no record of 
ever having spoken to Mr. Baran about the letter and does not 
believe that he did so. (11/14/96 Eisenach Tr. 18-19, 22). The 
conversation he had with Mr. Baran concerned matters unrelated 
to the letter. (11/14/96 Eisenach Tr. 17-18). Mr. Eisenach also 
said that no one has ever given him a copy of the December 8, 
1994 letter and asked him to verify its contents. (11/14/96 
Eisenach Tr. 22).
---------------------------------------------------------------------------
    \81\ Mr. Gaylord said that he did not give any instructions to Mr. 
Baran about how the response should be prepared. (11/14/96 Gaylord Tr. 
16-17). Mr. Baran, however, recalled that Mr. Gaylord said that the 
response should be completed quickly ``because there was hope that the 
Ethics Committee would meet before the end of the year to consider this 
matter'' and that it should not be too expensive. (11/13/96 Baran Tr. 
7, 46-48).
    \82\ The attachments to the October 31, 1994 letter were selected 
from materials that were part of the complaint filed by Mr. Jones.
---------------------------------------------------------------------------
    The other attorney at Wiley, Rein and Fielding involved in 
preparing the response was Bruce Mehlman. (11/13/96 Baran Tr. 
19; 11/19/96 Mehlman Tr. 17). He was a first-year associate who 
had been at Wiley, Rein and Fielding since September 1994. (11/
19/96 Mehlman Tr. 5). 83 Mr. Mehlman's role was to create 
the first draft. (11/19/96 Mehlman Tr. 15). The materials Mr. 
Mehlman had available to him to prepare the draft were:
---------------------------------------------------------------------------
    \83\ Mr. Mehlman left Wiley, Rein & Fielding in February 1996 and 
is now an attorney with the National Republican Congressional 
Committee. (11/19/96 Mehlman Tr. 5).

          1. correspondence between Mr. Gingrich and the 
        Committee, including the October 4, 1994 letter;
          2. course videotapes;
          3. the book used in the course called ``Renewing 
        American Civilization'';
          4. a course brochure;
          5. the complaint filed by Ben Jones against Mr. 
        Gingrich; and
          6. documents produced pursuant to a Georgia Open 
        Records Act request.

(11/19/96 Mehlman Tr. 15-16, 20). Mr. Mehlman said that he did 
not attempt to gather any other documents because he did not 
see a need to go beyond these materials in order to prepare a 
response. (11/19/96 Mehlman Tr. 19-20). With the exception of 
contacting his brother, who had taken the course,84 Mr. 
Mehlman did not make any inquiries of people regarding the 
facts of the matter. (11/19/96 Mehlman Tr. 18). He did not, for 
example, contact GOPAC or Mr. Eisenach. (11/19/96 Mehlman Tr. 
28). After he completed his first draft, he gave it to Mr. 
Baran. (11/19/96 Mehlman Tr. 22). He assumed that Mr. Baran 
would make sure that any factual questions would have been 
answered to his satisfaction before the letter went out. (11/
19/96 Mehlman Tr. 51). However, Mr. Mehlman did not know what, 
if anything, Mr. Baran did with the draft after he gave it to 
him. (11/19/96 Mehlman Tr. 22).
---------------------------------------------------------------------------
    \84\ The information obtained from his brother used as the basis of 
the statement in Mr. Gingrich's response that the course contained ``as 
many references to Franklin Roosevelt, Jimmy Carter, and Martin Luther 
King, Jr. as there are to Ronald Reagan or Margaret Thatcher.'' (11/19/
96 Mehlman Tr. 20). Mr. Mehlman, however, personally reviewed only one 
course videotape. (11/19/96 Mehlman Tr. 21).
---------------------------------------------------------------------------
    When Mr. Gaylord asked Mr. Baran to prepare the letter, it 
was Mr. Baran's understanding that Annette Thompson Meeks, an 
Administrative Assistant for Mr. Gingrich's office, would help. 
(11/13/96 Baran Tr. 5, 7). According to Mr. Baran, Ms. Meeks' 
role was:

        basically to take a draft product from us and review it 
        for accuracy [from] her personal knowledge and 
        basically make sure that it was acceptable. And in that 
        regard, I believed that she may have spoken with other 
        people to confirm that, but you will be talking to her, 
        and you will have to confirm it with her. I tried to 
        not talk to her about that.

(11/13/96 Baran Tr. 10). Mr. Baran described the process for reviewing the 
letter as follows:

          Well, you know, as a counsel who was retained 
        relatively late in that process at that time and as 
        someone who had no firsthand knowledge about any of the 
        underlying activities and with a marching order of 
        trying to prepare a draft that was usable by the staff, 
        we were pretty much focused on getting something 
        together and over to Annette Meeks so that it could be 
        used. Verification was something that would have been 
        available through those who had firsthand knowledge 
        about these facts, who had reviewed the draft.

(11/13/96 Baran Tr. 15). Mr. Baran did not, however, know 
whether the letter was reviewed by others to determine its 
accuracy. (11/13/96 Baran Tr. 48).
    Ms. Meeks said that at the time the letter was being 
prepared, she had no knowledge of whether:

          1. the course was a political or partisan activity by 
        design or application;
          2. GOPAC was involved in the course;
          3. GOPAC was benefited by the course;
          4. GOPAC created, funded, or administered the course;
          5. the idea to teach the course arose wholly 
        independent of GOPAC;
          6. Mr. Gingrich's motivation for teaching the course 
        arose not as a politician but rather as a historian;
          7. Mr. Eisenach resigned his position at GOPAC.

(11/14/96 Meeks Tr. 45-47). Ms. Meeks also said she was unaware 
that GOPAC's theme was Renewing American Civilization. (11/14/
96 Meeks Tr. 88).
    Ms. Meeks said she had no role in drafting the letter, did 
not talk to anyone to verify that the facts in the letter were 
accurate, and had no knowledge of how the facts in the letter 
were checked for accuracy. (11/14/96 Meeks Tr. 39, 48, 51). She 
did not indicate to Mr. Baran that she had given the letter to 
anyone for the purpose of checking its accuracy. (11/14/96 
Meeks Tr. 87). In this regard, Ms. Meeks said:

          I will be very frank and tell you I don't know how 
        [Mr. Baran] composed this information as far as who he 
        spoke with. I was not privy to any of that. The only 
        thing I could add to my answer is that once counsel is 
        retained, we were kind of out of the picture as far as 
        the process, other than typing and transmitting.

(11/14/96 Meeks Tr. 92). She said her role was to provide Mr. 
Baran with: background information about Mr. McCarthy (the 
Committee's counsel who had conferred with Mr. Gingrich about 
the course in 1993); a copy of the October 4, 1994 letter from 
Mr. Gingrich to the Committee; copies of papers relating to Mr. 
Hanser's employment with Mr. Gingrich's congressional office; 
and copies of the course videotapes. (11/14/96 Meeks Tr. 36-
37).
    Mr. Gaylord had a similar expectation in that, by retaining 
Wiley, Rein and Fielding, the firm was:

        both protecting us and had done the proper and correct 
        investigation in the preparation of the letters and 
        that they, in fact, did their job because that's what 
        they were paid to do. And I presumed that they had 
        extracted the information from Dr. Eisenach and others 
        who were involved specifically in the course.

(11/14/96 Gaylord Tr. 62). Mr. Gaylord, however, did not know 
what inquiry Mr. Baran made in order to prepare the letter. 
(11/14/96 Gaylord Tr. 17).
    After Mr. Baran sent Ms. Meeks a draft of the letter, Ms. 
Meeks re-typed the letter and sent the new version to Mr. Baran 
to verify that it was identical to what he had sent her. She 
then recalled faxing a copy to Mr. Gaylord and to Mr. 
Gingrich's executive assistant ``to get Newt to take a look at 
it.'' (11/14/96 Meeks Tr. 43-44). Mr. Gingrich said about his 
review of the letter:

          And I think in my head, I was presented a document--I 
        am not trying to blame anybody, or I am not trying to 
        avoid this, I am trying to explain how it happened. I 
        was presented a document and told, this is what we have 
        collectively decided is an accurate statement of fact. 
        I read the document, and it did not at any point leap 
        out to me and say, boy, you had better modify paragraph 
        3, or that this phrase is too strong and too 
        definitive. I think I read it one time, so that seems 
        right to me, and I signed it.

(11/13/96 Gingrich Tr. 11). See also 11/13/96 Gingrich Tr. 10 
(at the time he read the letter, ``nothing leaped out at [him] 
and said, `this is wrong' '') and 11/13/96 Gingrich Tr. 16 (the 
letter``seemed accurate'' to him).85
---------------------------------------------------------------------------
    \85\ In early July 1993, Mr. Gingrich was interviewed about the 
course by a student reporter with the KSC newspaper. In that interview 
the following exchange took place:
    Interviewer: And how is GOPAC involved in this?
    Mr. Gingrich: It's not involved in this at all.
    Interviewer: Are you going to bring a lot of your ideas to GOPAC 
though?
    Mr. Gingrich: Absolutely. Every single one of them.
    (Ex. 142, p. 10).
    In other interviews over the past few years, Mr. Gingrich has made 
other statements about GOPAC's involvement in the course. They have 
included, for example, the following:
    1.``GOPAC had the most incidental involvement at the very beginning 
of the process.'' (Atlanta Constitution, section A, page 1 (Sept. 19, 
1993)).
    2.``GOPAC provided some initial ideas on who might be interested in 
financing the course; that's all they did.'' (Associated Press, AM 
cycle, (Sept. 2, 1993)).
    3.``The initial work was done before we talked with Kennesaw State 
College at GOPAC in organizing our thoughts.'' (The Hotline, American 
Political Network, Inc. (Sept. 7, 1993)).
---------------------------------------------------------------------------
    Mr. Gaylord did not recall whether he reviewed the letter 
prior to its being sent to the Committee. (11/14/96 Gaylord Tr. 
18). Mr. Gaylord said that the statement that GOPAC had no role 
in the administration of the course was incorrect. (11/14/96 
Gaylord Tr. 30-31). Mr. Gaylord said that the statement that 
GOPAC employees contributed time as private, civic-minded 
people was incorrect. (11/14/96 Gaylord Tr. 31). Mr. Gaylord 
was not asked to verify the facts in the letters. (11/14/96 
Gaylord Tr. 20, 33).

         2. Bases for Statements in the December 8, 1994 Letter

    During their testimony, those involved in the creation of 
the letter were unable to explain the bases for many of the 
statements in the letter. Explanations were, however, given for 
the bases of some of the statements. A summary of those bases 
is set forth below.

          1. [The course] was, by design and application, 
        completely non-partisan. It was and remains about 
        ideas, not politics. (Ex. 138, p. 2).

    Mr. Baran said that the basis for this statement was his 
review of the course tapes and course materials. (11/13/96 
Baran Tr. 19). Mr. Mehlman said the following about his 
understanding of the basis of this statement:

          Well, I don't specifically recall. If I had to 
        assume, it would be some of the [Georgia Open Records 
        Act] documents or some of the course materials that 
        purport to be nonpartisan, or to have created a course 
        that was nonpartisan, that certainly would explain 
        design.
          As far as in application, probably the reference made 
        by my brother who had seen the course, who had 
        participated in it, I suppose, and my general basic 
        review of the initial writings about the course and 
        viewing the first videotape of the course, suggested 
        that the course was nonpartisan.

(11/19/96 Mehlman Tr. 24-25).

    According to Mr. Baran, the letter to the College 
Republicans--which was one of the attachments to the September 
7, 1994 Jones complaint (Ex. 81)--did not raise a question in 
his mind that the course was partisan or about politics. (11/
13/96 Baran Tr. 23).

          2. ``The idea to teach `Renewing American 
        Civilization' arose wholly independent of GOPAC, 
        because the course, unlike the committee, is non-
        partisan and apolitical. My motivation for teaching 
        these ideas arose not as a politician, but rather as a 
        former educator and concerned American citizen * * *.'' 
        (Ex. 138, p. 4).

    Mr. Baran said that the basis of this statement was a 
review of the course tapes and the belief that the course had 
originated from a January 25, 1993 speech Mr. Gingrich had 
given on the House floor. (11/13/96 Baran Tr. 24-25). At the 
time the letter was drafted, Mr. Baran was unaware of Mr. 
Gingrich's December 1992 meeting with Owen Roberts where Mr. 
Gingrich first laid out his ideas for the Renewing American 
Civilization movement and course. (11/13/96 Baran Tr. 25). Mr. 
Mehlman did not speak with Mr. Gingrich about his motivations 
for the course and did not know if Mr. Baran had spoken with 
Mr. Gingrich about his motivations for teaching the course. 
(11/19/96 Mehlman Tr. 27).

          3. ``The fact is, `Renewing American Civilization' 
        and GOPAC have never had any official relationship.'' 
        (Ex. 38, p. 4).

    Mr. Baran said about this statement:

          Well, I think the basis of [this] statement[] [was] 
        essentially the characterizations that had been placed 
        on the relationship between the course and GOPAC by 
        people like Jeff Eisenach 86 at that time, and it 
        was consistent with my limited knowledge of GOPAC's 
        association with the course at that time. . . .
---------------------------------------------------------------------------
    \86\ Earlier in his testimony and as described above, Mr. Baran 
said that he had contacted Mr. Eisenach at the time the letter was 
being prepared, but did not recall the ``nature of the contact.'' (11/
13/96 Baran Tr. 16). As also discussed above, Mr. Eisenach recalled 
having a discussion with Mr. Baran at the time the letter was being 
prepared, but about topics unrelated to the letter. (11/14/96 Eisenach 
Tr. 17-18).
---------------------------------------------------------------------------
          You know, the various materials, some of which we 
        went through this morning, were items that came to my 
        attention in the course of the document production, 
        which commenced, I think, around April of this year and 
        took quite a bit of time, or that came up in the course 
        of your interviews with Mr. Gingrich.
          * * * * * * *
    Well, I think the basis is that these statements were being 
reviewed by people who would presumably be in a position to 
correct me if there [sic] was wrong.

(11/13/96 Baran Tr. 36-37).

    When asked about the appearance of GOPAC fax cover sheets 
on documents pertaining to the course, Mr. Baran said that such 
faxes raised questions in his mind but that he``had an 
understanding at that time that those questions were addressed by an 
explanation that there were either incidental or inadvertent uses of 
GOPAC resources or there were uses of GOPAC resources that were 
accounted for by Mr. Eisenach.'' (11/13/96 Baran Tr. 21). Mr. Baran 
could not recall how he came to this understanding. (11/13/96 Baran Tr. 
21-22).
    With respect to whether Mr. Baran knew that GOPAC was 
involved in raising funds for the course, Mr. Baran said:

          At that time my recollection of quote, GOPAC being 
        involved in fund-raising [unquote] was focused on Ms. 
        Prochnow, the finance director who I don't know and 
        have never met, but whose role was characterized, I 
        believe, by Jeff Eisenach to me at some point, as 
        having helped raise a couple of contributions, I think, 
        Cracker Barrel was one of them, that is a name that 
        sticks in my mind. But it was characterized as being 
        sort of ancillary and just really not material.

(11/13/96 Baran Tr. 41).

                3. Creation of the March 27, 1995 Letter

    In addition to the associate, Mr. Mehlman, who had worked 
with Mr. Baran in drafting Mr. Gingrich's December 8, 1994 
letter to the Committee, another associate, Michael Toner, 
helped Mr. Baran draft what became the March 27, 1995 
letter.87 (11/19/96 Toner Tr. 10-11). As with the December 
8, 1994 letter, Mr. Baran did not receive any indication from 
Mr. Gaylord or Mr. Gingrich that Mr. Baran was to do any kind 
of factual review in order to prepare the March 27, 1995 
letter. (11/13/96 Baran Tr. 48). Mr. Baran did not recall 
contacting anyone outside the law firm for facts relevant to 
the preparation of the letter with respect to the course. He 
said that ``the facts about the course, frankly, didn't seem to 
have changed any from the December period to the March period. 
And our focus seemed to be elsewhere.'' (11/13/96 Baran Tr. 
28). Both Mr. Mehlman and Mr. Toner said that they did not 
contact anyone with knowledge of the facts at issue in order to 
prepare the letter. (11/19/96 Toner Tr. 21-22, 38; 11/19/96 
Mehlman Tr. 38).
---------------------------------------------------------------------------
    \87\ Mr. Toner has been an associate attorney with Wiley, Rein and 
Fielding since September 1992, except for a period during which we he 
worked with the Dole/Kemp campaign. (11/19/96 Toner Tr. 6).
---------------------------------------------------------------------------
    Ms. Meeks said that she had no role in the preparation of 
the letter. (11/14/96 Meeks Tr. 50). She saw it for the first 
time one day prior to her testimony before the Subcommittee in 
November 1996. (11/14/96 Meeks Tr. 50). Mr. Eisenach said that 
he did not have any role in the preparation of the letter nor 
was he asked to review it prior to its submission to the 
Committee. (11/14/96 Eisenach Tr. 24-25). Mr. Gaylord said that 
he had no role in the preparation of the letter and did not 
provide any information that is in the letter. (11/14/96 
Gaylord Tr. 20). He also said that he did not discuss the 
letter with Mr. Gingrich or Mr. Baran at the time of its 
preparation. (11/14/96 Gaylord Tr. 21). Mr. Gaylord said that 
he did not know where Baran obtained the facts for the letter. 
He ``presumed'' that Mr. Baran and his associates had gathered 
the facts. (11/14/96 Gaylord Tr. 21-22).
    Mr. Baran said that his role in creating the letter was to 
meet with Mr. Mehlman and Mr. Toner, review the status of their 
research and drafting and review their drafts. (11/13/96 Baran 
Tr. 28). Mr. Mehlman and Mr. Toner divided responsibility for 
drafting portions of the letter. (11/19/96 Toner Tr. 12-14; 11/
19/96 Mehlman Tr. 36, 37, 40). Mr. Baran also made edits to the 
letter. (11/19/96 Mehlman Tr. 40). During his interview, Mr. 
Toner stressed that there were many edits to the letter by Mr. 
Baran, Mr. Mehlman, and himself and he could, therefore, not 
explain who had drafted particular sentences in the letter. 
(see, e.g, 11/19/96 Toner Tr. 34).
    After the letter was drafted, Mr. Baran said that Mr. Baran 
and his associates then ``would have sent a draft that they 
felt comfortable with over to the Speaker's office.'' (11/13/96 
Baran Tr. 28). Mr. Baran, Mr. Toner, and Mr. Mehlman each said 
during their testimony that they assumed that Mr. Gingrich or 
someone in his office reviewed the letter for accuracy before 
it was submitted to the Committee. (11/19/96 Toner Tr. 16, 40, 
44; 11/13/96 Baran Tr. 32-33, 37-38; Mehlman Tr. 41). They, 
however, did not know whether Mr. Gingrich or anyone in his 
office with knowledge of the facts at issue ever actually 
reviewed the letter prior to its submission to the Committee. 
(11/19/96 Toner Tr. 17, 40, 44; 11/13/96 Baran Tr. 37-38; 
Mehlman Tr. 41).
    With respect to Mr. Baran's understanding of whether Mr. 
Gingrich reviewed the letter, the following exchange occurred:

    Mr. Cole: Did you have any discussions with Mr. Gingrich 
concerning this letter prior to it going to the committee?
    Mr. Baran: I don't recall any. I just wanted to make sure 
that he did review it before it was submitted.
    Mr. Cole: How did you determine that he had reviewed it?
    Mr. Baran: I don't recall today, but I would not file 
anything until I had been assured by somebody that he had read 
it.
    Mr. Cole: Would that assurance also have involved him 
reading it and not objecting to any of the facts that are 
asserted in the letter?
    Mr. Baran: I don't know what his review process was 
regarding this letter.
          * * * * * * *
    Mr. Cole: If he just read it, you may still be awaiting 
comments from him. Would you have made sure that he had read it 
and approved it, or just the fact that he read it is all you 
would have been interested in, trying to make sure that we 
don't blur that distinction?
    Mr. Baran: No, I would have wanted him to be comfortable 
with this on many levels.
    Mr. Cole: And were you satisfied that he was comfortable 
with it prior to filing it with the committee?
    Mr. Baran: Yes.
    Mr. Cole: Do you know how you were satisfied?
    Mr. Baran: I can't recall the basis upon which that 
happened.

(11/13/96 Baran Tr. 32-33).

          4. Bases for Statements in the March 27, 1995 Letter

    With respect to the bases for the statements in the letter 
in general, Mr. Baran said that it was largely based on the 
December 8, 1994 letter and any information he and his 
associates relied on to prepare it. (11/13/96 Baran Tr. 37-38).

                      IX. Analysis and Conclusion

                             A. Tax Issues

    In reviewing the evidence concerning both the AOW/ACTV 
project and the Renewing American Civilization project, certain 
patterns became apparent. In both instances, GOPAC had 
initiated the use of the messages as part of its political 
program to build a Republican majority in Congress. In both 
instances there was an effort to have the material appear to be 
non-partisan on its face, yet serve as a partisan, political 
message for the purpose of building the Republican Party.
    Under the ``methodology test'' set out by the Internal 
Revenue Service, both projects qualified as educational. 
However, they both had substantial partisan, political aspects. 
Both were initiated as political projects and both were 
motivated, at least in part, by political goals.
    The other striking similarity is that, in both situations, 
GOPAC was in need of a new source of funding for the projects 
and turned to a 501(c)(3) organization for that purpose. Once 
the projects had been established at the 501(c)(3) 
organizations, however, the same people continued to manage it 
as had done so at GOPAC, the same message was used as when it 
was at GOPAC, and the dissemination of the message was directed 
toward the same goal as when the project was at GOPAC--building 
the Republican Party. The only significant difference was that 
the activity was funded by a 501(c)(3) organization.
    This was not a situation where one entity develops a 
message through a course or a television program for purely 
educational purposes and then an entirely separate entity 
independently decides to adopt that message for partisan, 
political purposes. Rather, this was a coordinated effort to 
have the 501(c)(3) organization help in achieving a partisan, 
political goal. In both instances the idea to develop the 
message and disseminate it for partisan, political use came 
first. The use of the 501(c)(3) came second as a source of 
funding.
    This factual analysis was accepted by all Members of the 
Subcommittee and the Special Counsel. However, there was a 
difference of opinion as to the result under 501(c)(3) when 
applying the law to these facts. Ms. Roady, the Subcommittee's 
tax expert, was of the opinion that the facts presented a clear 
violation of 501(c)(3) because the evidence showed that the 
activities were intended to benefit Mr. Gingrich, GOPAC, and 
other Republican candidates and entities. Mr. Holden, Mr. 
Gingrich's tax attorney, disagreed. He found that the course 
was non-partisan in its content, and even though he assumed 
that the motivation for disseminating it involved partisan, 
political goals, he did not find a sufficiently narrow 
targeting of the dissemination to conclude that it was a 
private benefit to anyone.
    Some Members of the Subcommittee and the Special Counsel 
agreed with Ms. Roady and concluded that there was a clear 
violation of 501(c)(3) with respect to AOW/ACTV and Renewing 
American Civilization. Other Members of the Subcommittee were 
troubled by reaching this conclusion and believed that the 
facts of this case presented a unique situation that had not 
previously been addressed by the legal authorities. As such, 
they did not feel comfortable supplanting the functions of the 
Internal Revenue Service or the Tax Court in rendering a ruling 
on what they believed to be an unsettled area of the law.

                  B. Statements Made to the Committee

    The letters Mr. Gingrich submitted to the Committee 
concerning the Renewing American Civilization complaint were 
very troubling to the Subcommittee. They contained definitive 
statements about facts that went to the heart of the issues 
placed before the Committee. In the case of the December 8, 
1994 letter, it was in response to a direct request from the 
Committee for specific information relating to the partisan, 
political nature of the course and GOPAC's involvement in it.
    Both letters were efforts by Mr. Gingrich to have the 
Committee dismiss the complaints without further inquiry. In 
such situations, the Committee does and should place great 
reliance on the statements of Members.
    The letters were prepared by Mr. Gingrich's lawyers. After 
the Subcommittee deposed the lawyers, the reasons for the 
statements being in the letters was not made any clearer. The 
lawyers did not conduct any independent factual research. 
Looking at the information the lawyers used to write the 
letters, the Subcommittee was unable to find any factual basis 
for the inaccurate statements contained therein. A number of 
exhibits attached to the complaint were fax transmittal sheets 
from GOPAC. While this did not on its face establish anything 
more than GOPAC's fax machine having been used for the project, 
it certainly should have put the attorneys on notice that there 
was some relationship between the course and GOPAC that should 
have been examined before saying that GOPAC had absolutely no 
involvement in the course.
    The lawyers said they relied on Mr. Gingrich and his staff 
to ensure that the letters were accurate; however, none of Mr. 
Gingrich's staff had sufficient knowledge to be able to verify 
the accuracy of 
the facts. While Mr. Gaylord and Mr. Eisenach did have 
sufficient knowledge to verify many of the facts, they were not 
asked to do so. The only person who reviewed the letters for 
accuracy, with sufficient knowledge to verify those facts, was 
Mr. Gingrich.
    The Subcommittee considered the relevance of the reference 
to GOPAC in Mr. Gingrich's first letter to the Committee dated 
October 4, 1994. In that letter he stated that GOPAC was one of 
the entities that paid people to work on the course. Some 
Members of the Subcommittee believed that this was evidence of 
lack of intent to deceive the Committee on Mr. Gingrich's part 
because if he had planned to hide GOPAC's involvement, he would 
not have made such an inconsistent statement in the subsequent 
letters. Other Members of the Subcommittee and the Special 
Counsel appreciated this point, but believed the first letter 
was of little value. The statement in that letter was only 
directed to establishing that Mr. Gingrich had not used 
congressional resources in developing the course. The first 
letter made no attempt to address the tax issues, even though 
it was a prominent feature of the complaint. When the Committee 
specifically focused Mr. Gingrich's attention on that issue and 
questions concerning GOPAC's involvement in the course, his 
response was not accurate.
    During his testimony before the Subcommittee, Mr. Gingrich 
stated that he did not intend to mislead the Committee and 
apologized for his conduct. This statement was a relevant 
consideration for some Members of the Subcommittee, but not for 
others.
    The Subcommittee concluded that because these inaccurate 
statements were provided to the Committee, this matter was not 
resolved as expeditiously as it could have been. This caused a 
controversy over the matter to arise and last for a substantial 
period of time, it disrupted the operations of the House, and 
it cost the House a substantial amount of money in order to 
determine the facts.

                   C. Statement of Alleged Violation

    Based on the information described above, the Special 
Counsel proposed a Statement of Alleged Violations (``SAV'') to 
the Subcommittee on December 12, 1996. The SAV contained three 
counts: (1) Mr. Gingrich's activities on behalf of ALOF in 
regard to AOW/ACTV, and the activities of others in that regard 
with his knowledge and approval, constituted a violation of 
ALOF's status under section 501(c)(3); (2) Mr. Gingrich's 
activities on behalf of Kennesaw State College Foundation, the 
Progress and Freedom Foundation, and Reinhardt College in 
regard to the Renewing American Civilization course, and the 
activities of others in that regard with his knowledge and 
approval, constituted a violation of those organizations' 
status under section 501(c)(3); and (3) Mr. Gingrich had 
provided information to the Committee, directly or through 
counsel, that was material to matters under consideration by 
the Committee, which Mr. Gingrich knew or should have known was 
inaccurate, incomplete, and unreliable.

                   1. Deliberations on the Tax Counts

    There was a difference of opinion regarding whether to 
issue the SAV as drafted on the tax counts. Concern was 
expressed about deciding this tax issue in the context of an 
ethics proceeding. This led the discussion to the question of 
the appropriate focus for the Subcommittee. A consensus began 
to build around the view that the proper focus was on the 
conduct of the Member, rather than a resolution of issues of 
tax law. From the beginning of the Preliminary Inquiry, there 
was a desire on the part of each of the Members to find a way 
to reach a unanimous conclusion in this matter. The Members 
felt it was important to confirm the bipartisan nature of the 
ethics process.
    The discussion turned to what steps Mr. Gingrich had taken 
in regard to these two projects to ensure they were done in 
accord with the provisions of 501(c)(3). In particular, the 
Subcommittee was concerned with the fact that: (1) Mr. Gingrich 
had been ``very well aware'' of the American Campaign Academy 
case prior to embarking on these projects; (2) he had been 
involved with 501(c)(3) organizations to a sufficient degree to 
know that politics and tax-deductible contributions are, as his 
tax counsel said, an ``explosive mix;'' (3) he was clearly 
involved in a project that had significant partisan, political 
goals, and he had taken an aggressive approach to the tax laws 
in regard to both AOW/ACTV; and (4) Renewing American 
Civilization projects. Even Mr. Gingrich's own tax lawyer told 
the Subcommittee that if Mr. Gingrich had come to him before 
embarking on these projects, he would have advised him to not 
use a 501(c)(3) organization for the dissemination of AOW/ACTV 
or Renewing American Civilization. Had Mr. Gingrich sought and 
followed this advice, he would not have used the 501(c)(3) 
organizations, would not have had his projects subsidized by 
taxpayer funds, and would not have created this controversy 
that has caused significant disruption to the House. The 
Subcommittee concluded that there were significant and 
substantial warning signals to Mr. Gingrich that he should have 
heeded prior to embarking on these projects. Despite these 
warnings, Mr. Gingrich did not seek any legal advice to ensure 
his conduct conformed with the provisions of 501(c)(3).
    In looking at this conduct in light of all the facts and 
circumstances, the Subcommittee was faced with a disturbing 
choice. Either Mr. Gingrich did not seek legal advice because 
he was aware that it would not have permitted him to use a 
501(c)(3) organization for his projects, or he was reckless in 
not taking care that, as a Member of Congress, he made sure 
that his conduct conformed with the law in an area where he had 
ample warning that his intended course of action was fraught 
with legal peril. The Subcommittee decided that regardless of 
the resolution of the 501(c)(3) tax question, Mr. Gingrich's 
conduct in this regard was improper, did not reflect creditably 
on the House, and was deserving of sanction.

                2. Deliberations Concerning the Letters

    The Subcommittee's deliberation concerning the letters 
provided to the Committee centered on the question of whether 
Mr. Gingrich intentionally submitted inaccurate information. 
There was a belief that the record developed before the 
Subcommittee was not conclusive on this point. The Special 
Counsel suggested that a good argument could be made, based on 
the record, that Mr. Gingrich did act intentionally, however it 
would be difficult to establish that with a high degree of 
certainty.
    The culmination of the evidence on this topic again left 
the Subcommittee with a disturbing choice. Either Mr. Gingrich 
intentionally made misrepresentations to the Committee, or he 
was again reckless in the way he provided information to the 
Committee concerning a very important matter.
    The standard applicable to the Subcommittee's deliberations 
was whether there is reason to believe that Mr. Gingrich had 
acted as charged in this count of the SAV. All felt that this 
standard had been met in regard to the allegation that Mr. 
Gingrich ``knew'' that the information he provided to the 
Committee was inaccurate. However, there was considerable 
discussion to the effect that if Mr. Gingrich wanted to admit 
to submitting information to the Committee that he ``should 
have known'' was inaccurate, the Subcommittee would consider 
deleting the allegation that he knew the information was 
inaccurate. The Members were of the opinion that if there were 
to be a final adjudication of the matter, taking into account 
the higher standard of proof that is involved at that level, 
``should have known'' was an appropriate framing of the charge 
in light of all the facts and circumstances.

  3. Discussions with Mr. Gingrich's Counsel and Recommended Sanction

    On December 13, 1996, the Subcommittee issued an SAV 
charging Mr. Gingrich with three counts of violations of House 
Rules. Two counts concerned the failure to seek legal advice in 
regard to the 501(c)(3) projects, and one count concerned 
providing the Committee with information which he knew or 
should have known was inaccurate.
    At the time the Subcommittee voted this SAV, the Members 
discussed the matter among themselves and reached a consensus 
that it would be in the best interests of the House for the 
matter to be resolved without going through a disciplinary 
hearing. It was estimated that such a hearing could take up to 
three months to complete and would not begin for several 
months. Because of this, it was anticipated that the House 
would have to deal with this matter for another six months. 
Even though the Subcommittee Members felt that it would be 
advantageous to the House to avoid a disciplinary hearing, they 
all were committed to the proposition that any resolution of 
the matter had to reflect adequately the seriousness of the 
offenses. To this end, the Subcommittee Members discussed and 
agreed upon a recommended sanction that was fair in light of 
the conduct reflected in this matter, but explicitly recognized 
that the full Committee would make the ultimate decision as to 
the recommendation to the fullHouse as to the appropriate 
sanction. In determining what the appropriate sanction should be in 
this matter, the Subcommittee and Special Counsel considered the 
seriousness of the conduct, the level of care exercised by Mr. 
Gingrich, the disruption caused to the House by the conduct, the cost 
to the House in having to pay for an extensive investigation, and the 
repetitive nature of the conduct.
    As is noted above, the Subcommittee was faced with 
troubling choices in each of the areas covered by the Statement 
of Alleged Violation. Either Mr. Gingrich's conduct in regard 
to the 501(c)(3) organizations and the letters he submitted to 
the Committee was intentional or it was reckless. Neither 
choice reflects creditably on the House. While the Subcommittee 
was not able to reach a comfortable conclusion on these issues, 
the fact that the choice was presented is a factor in 
determining the appropriate sanction. In addition, the 
violation does not represent only a single instance of reckless 
conduct. Rather, over a number of years and in a number of 
situations, Mr. Gingrich showed a disregard and lack of respect 
for the standards of conduct that applied to his activities.
    Under the Rules of the Committee, a reprimand is the 
appropriate sanction for a serious violation of House Rules and 
a censure is appropriate for a more serious violation of House 
Rules. Rule 20(g), Rules of the Committee on Standards of 
Official Conduct. It was the opinion of the Subcommittee that 
this matter fell somewhere in between. Accordingly, the 
Subcommittee and the Special Counsel recommend that the 
appropriate sanction should be a reprimand and a payment 
reimbursing the House for some of the costs of the 
investigation in the amount of $300,000. Mr. Gingrich has 
agreed that this is the appropriate sanction in this matter.
    Beginning on December 15, 1996, Mr. Gingrich's counsel and 
the Special Counsel began discussions directed toward resolving 
the matter without a disciplinary hearing. The discussions 
lasted through December 20, 1996. At that time an understanding 
was reached by both Mr. Gingrich and the Subcommittee 
concerning this matter. That understanding was put on the 
record on December 21, 1996 by Mr. Cole follows:

          Mr. Cole: The subcommittee has had an opportunity to 
        review the facts in this case, and has had extensive 
        discussion about the appropriate resolution of this 
        matter.
          Mr. Cardin: If I might just add here to your next 
        understanding, the Members of the subcommittee, prior 
        to the adoption of the Statement of Alleged Violation, 
        were concerned that the nonpartisan deliberations of 
        the subcommittee continue beyond the findings of the 
        subcommittee. Considering the record of the full Ethics 
        Committee in the 104th Congress and the partisan 
        environment in the full House, the Members of the 
        subcommittee felt that it was important to exercise 
        bipartisan leadership beyond the workings of the 
        subcommittee. * * *
          Mr. Cole: It was the opinion of the Members of the 
        subcommittee and the Special Counsel, that based on the 
        facts of this case as they are currently known, the 
        appropriate sanction for the conduct described in the 
        original Statement of Alleged Violations is a reprimand 
        and the payment of $300,000 toward the cost of the 
        preliminary inquiry.
          In light of this opinion, the subcommittee Members 
        and the Special Counsel intend to recommend to the full 
        committee that this be the sanction recommended by the 
        full committee to the House. The Members also intend to 
        support this as the sanction in the committee and on 
        the Floor of the House.
          However, if new facts are developed or brought to the 
        attention of the Members of the subcommittee, they are 
        free to change their opinions.
          The Subcommittee, through its counsel, has 
        communicated this to Mr. Gingrich, through his counsel. 
        Mr. Gingrich has agreed that if the subcommittee will 
        amend the Statement of Alleged Violations to be one 
        count, instead of three counts, however, still 
        including all of the conduct described in the original 
        Statement of Alleged Violations, and will allow the 
        addition of some language which reflects aspects of the 
        record in this matter concerning the involvement of Mr. 
        Gingrich's counsel in the preparation of the letters 
        described in the original Count 3 of the Statement of 
        Alleged Violations,88 he will admit to the entire 
        Statement of Alleged Violation and agree to the view of 
        the subcommittee Members and the Special Counsel as to 
        the appropriate sanction.
---------------------------------------------------------------------------
    \88\ These changes included the removal of the word ``knew'' from 
the original Count 3, making the charge read that Mr. Gingrich ``should 
have known'' the information was inaccurate.
---------------------------------------------------------------------------
          In light of Mr. Gingrich's admission to the Statement 
        of Alleged Violation, the subcommittee is of the view 
        that the rules of the committee will not require that 
        an adjudicatory hearing take place; however, a sanction 
        hearing will need to be held under the rules.
          The subcommittee and Mr. Gingrich desire to have the 
        sanction hearing concluded as expeditiously as 
        possible, but it is understood that this will not take 
        place at the expense of orderly procedure and a full 
        and fair opportunity for the full committee to be 
        informed of any information necessary for each Member 
        of the full committee to be able to make a decision at 
        the sanction hearing.
          After the subcommittee has voted a new Statement of 
        Alleged Violation, Mr. Gingrich will file his answer 
        admitting to it. The subcommittee will seek the 
        permission of the full committee to release the 
        Statement of Alleged Violation, Mr. Gingrich's answer, 
        and a brief press release which has been approved by 
        Mr. Gingrich's counsel. At the same time, Mr. Gingrich 
        will release a brief press release that has been 
        approved by the subcommittee's Special Counsel.
          Both the subcommittee and Mr. Gingrich agree that no 
        public comment should be made about this matter while 
        it is still pending. This includes having surrogates 
        sent out to comment on the matter and attempt to 
        mischaracterize it.
          Accordingly, beyond the press statements described 
        above, neither Mr. Gingrich nor any Member of the 
        subcommittee may make any further public comment. Mr. 
        Gingrich understands that if he violates this 
        provision, the subcommittee will have the option of 
        reinstating the original Statement of Alleged 
        Violations and allowing Mr. Gingrich an opportunity to 
        withdraw his answer.
          And I should note that it is the intention of the 
        subcommittee that ``public comments'' refers to press 
        statements; that, obviously, we are free and Mr. 
        Gingrich is free to have private conversations with 
        Members of Congress about these matters.89
---------------------------------------------------------------------------
    \89\ It was also agreed that in the private conversations Mr. 
Gingrich was not to disclose the terms of the agreement with the 
Subcommittee.

    After the Subcommittee voted to issue the substitute SAV, 
the Special Counsel called Mr. Gingrich's counsel and read to 
him what was put on the record concerning this matter. Mr. 
Gingrich's counsel then delivered to the Subcommittee Mr. 
Gingrich's answer admitting to the Statement of Alleged 
Violation.

                   D. Post-December 21, 1996 Activity

    Following the release of this Statement of Alleged 
Violation, numerous press accounts appeared concerning this 
matter. In the opinion of the Subcommittee Members and the 
Special Counsel, a number of the press accounts indicated that 
Mr. Gingrich had violated the agreement concerning statements 
about the matter. Mr. Gingrich's counsel was notified of the 
Subcommittee's concerns and the Subcommittee met to consider 
what action to take in light of this apparent violation. The 
Subcommittee determined that it would not nullify the 
agreement. While there was serious concern about whether Mr. 
Gingrich had complied with the agreement, the Subcommittee was 
of the opinion that the best interests of the House still lay 
in resolving the matter without a disciplinary hearing and with 
the recommended sanction that its Members had previously 
determined was appropriate. However, Mr. Gingrich's counsel was 
informed that the Subcommittee believed a violation of the 
agreement had occurred and retained the right to withdraw from 
the agreement with appropriate notice to Mr. Gingrich. To date 
no such notice has been given.

     X. Summary of Facts Pertaining To Use of Unofficial Resources

    The Subcommittee investigated allegations that Mr. Gingrich 
had improperly utilized the services of Jane Fortson, an 
employee of the Progress in Freedom Foundation (``PFF''), in 
violation of House Rule 45, which prohibits the use of 
unofficial resources for official purposes.
    Ms. Fortson was an investment banker and chair of the 
Atlanta Housing Project who had experience in urban and housing 
issues. In January 1995 she moved to Washington, D.C., from 
Atlanta to work on urban and housing issues as a part-time PFF 
Senior Fellow and subsequently became a full-time PFF Senior 
Fellow in April, 1995.
    The Subcommittee determined that Mr. Gingrich sought Ms. 
Fortson's advice on urban and housing issues on an ongoing and 
meaningful basis. During an interview with Mr. Cole, Mr. 
Gingrich stated that although he believed he lacked the 
authority to give Ms. Fortson assignments, he often requested 
her assistance in connection with urban issues in general and 
issues pertaining to the District of Columbia in particular. 
The investigation further revealed that Ms. Fortson appeared to 
have had unusual access to Mr. Gingrich's official schedule and 
may have occasionally influenced his official staff in 
establishing his official schedule.
    In her capacity as an unofficial policy advisor to Mr. 
Gingrich, Ms. Fortson provided ongoing advice to Mr. Gingrich 
and members of Mr. Gingrich's staff to assist Mr. Gingrich in 
conducting official duties related to urban issues. Ms. Fortson 
frequently attended meetings with respect to the D.C. Task 
Force during which she met with Members of Congress, officials 
of the District of Columbia, and members of their staffs. 
Although Mr. Gingrich and principal members of his staff 
advised the Subcommittee that they perceived Ms. Fortson's 
assistance as limited to providing information on an informal 
basis, the Subcommittee discovered other occurrences which 
suggested that Mr. Gingrich and members of his staff 
specifically solicited Ms. Fortson's views and assistance with 
respect to official matters.
    The Subcommittee acknowledges that Members may properly 
solicit information from outside individuals and organizations, 
including nonprofit and for-profit organizations. Regardless of 
whether auxiliary services are accepted from a nonprofit or 
for-profit organization, Members must exercise caution to limit 
the use of outside resources to ensure that the duties of 
official staff are not improperly supplanted or supplemented. 
The Subcommittee notes that although Mr. Gingrich received two 
letters of reproval from the Committee on Standards regarding 
the use of outside resources, Ms. Fortson's activities ceased 
prior to the date the Committee issued those letters to Mr. 
Gingrich. While the Subcommittee did not find that Ms. 
Fortson's individual activities violated House Rules, the 
Subcommittee determined that the regular, routine, and ongoing 
assistance she provided Mr. Gingrich and his staff over a ten-
month period could create the appearance of improper 
commingling of unofficial and official resources. The 
Subcommittee determined, however, that these activities did not 
warrant inclusion as a Count in the Statement of Alleged 
Violation.

       XI. Availability of Documents to Internal Revenue Service

    In light of the possibility that documents which were 
produced to the Subcommittee during the Preliminary Inquiry 
might be useful to the IRS as part of its reported ongoing 
investigations of various 501(c)(3) organizations, the 
Subcommittee decided to recommend that the full Committee make 
available to the IRS all relevant documents produced during the 
Preliminary Inquiry. It is the Committee's recommendation that 
the House Committee on Standards of Official Conduct in the 
105th Congress establish a liaison with the IRS to fulfill its 
recommendation and that this liaison be established in 
consultation with Mr. Cole.
                            A P P E N D I X

                              ----------                              


 Summary of Law Pertaining to Organizations Exempt from Federal Income 
        Tax Under Section 501(c)(3) of the Internal Revenue Code

                            A. Introduction

    Section 501(a) of the Internal Revenue Code generally 
exempts from federal income taxation numerous types of 
organizations. Among these are section 501(c)(3) organizations 
which include corporations: Organized and operated exclusively 
for religious, charitable, scientific * * * or educational 
purposes * * * no part of the net earnings of which inures to 
the benefit of any private shareholder or individual, no 
substantial part of the activities of which is carrying on 
propaganda, or otherwise attempting, to influence legislation, 
* * * and which does not participate in, or intervene in * * * 
any political campaign on behalf of (or in opposition to) any 
candidate for public office.

I.R.C. Sec. 501(c)(3). Organizations described in section 
501(c)(3) are generally referred to as ``charitable'' 
organizations and contributions to such organizations are 
generally deductible to the donors. I.R.C. Sec. 170(a)(1), 
(c)(2).

          B. The Organizational Test and the Operational Test

    The requirement that a 501(c)(3) organization be 
``organized and operated exclusively'' for an exempt purpose 
has given rise to an ``organizational test'' and an 
``operational test.'' Failure to meet either test will prevent 
an organization from qualifying for exemption under section 
501(c)(3). Treas. Reg. Sec. 1.501(c)(3)-1(a); Levy Family Tribe 
Foundation v. Commissioner, 69 T.C. 615, 618 (1978).

                         1. Organizational Test

    To satisfy the organizational test, an organization must 
meet three sets of requirements. First, its articles of 
organization must: (a) limit its purposes to one or more exempt 
purposes, and (b) not expressly permit substantial activities 
that do not further those exempt purposes. Treas. Reg. 
Sec. 1.501(c)(3)-1(b)(1). Second, the articles must not permit: 
(a) devoting more than an insubstantial part of its activities 
to lobbying, (b) any participation or intervention in the 
campaign of a candidate for public office, and (c) objectives 
and activities that would characterize it as an ``action'' 
organization. Treas. Reg. Sec. 1.501(c)(3)-1(b)(3). Third, the 
organization's assets must be dedicated to exempt purposes. 
Treas. Reg. Sec. 1.501(c)(3)-1(b)(4). The IRS determines 
compliance with the organizational test solely by reference to 
an organization's articles of organization.

                          2. Operational Test

    To satisfy the operational test, an organization must be 
operated ``exclusively'' for an exempt purpose. Though 
``exclusively'' in this context does not mean ``solely,'' the 
presence of a substantial nonexempt purpose will cause an 
organization to fail the operational test. Treas. Reg. 
Sec. 1.501(c)(3)-1(c)(1); The Nationalist Movement v. 
Commissioner, 102 T.C. 558, 576 (1994). The presence of a 
single non-exempt purpose, if substantial in nature, will 
destroy the exemption regardless of the number or importance of 
truly exempt purposes. Better Business Bureau of Washington, 
D.C. v. United States, 326 U.S. 276, 283 (1945); Manning 
Association v. Commissioner, 93 T.C. 596, 611 (1989).
    To meet the operational test under section 501(c)(3) 
organization, the organization must satisfy the following 
requirements: 90
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    \90\ 501(c)(3) organizations must also: (a) not be operated 
primarily to conduct an unrelated trade or business (Treas. Reg. 
Sec. 1.501(c)(3)-1(e)(1)), and (b) not violate ``public policy.'' See 
Bob Jones University v. United States, 461 U.S. 574 (1983) (educational 
organization's tax-exempt status denied because of its racially 
discriminatory policies).
---------------------------------------------------------------------------
          1. The organization must be operated for an exempt 
        purpose, and must serve a public benefit, not a private 
        benefit. Treas. Reg. Sec. 1.501(c)(3)-1(d)(1)(ii).
          2. It must not be an ``action'' organization. Treas. 
        Reg. Sec. 1.501(c)(3)-1(c)(3). An organization is an 
        ``action'' organization if:
                  a. it participates or intervenes in any 
                political campaign (Treas. Reg. 
                Sec. 1.501(c)(3)-1(c)(3)(iii));
                  b. a substantial part of its activities 
                consists of attempting to influence legislation 
                (Treas. Reg. Sec. 1.501(c)(3)-1(c)(3)(ii)); or
                  c. its primary objective may be attained: 
                only by legislation or defeat of proposed 
                legislation, and it advocates the attainment of 
                such primary objective (Treas. Reg. 
                Sec. 1.501(c)(3)-1(c)(3)(iv)).
          3. Its net earnings must not inure to the benefit of 
        any person in a position to influence the 
        organization's activities. Treas. Reg. 
        Sec. 1.501(c)(3)-1(c)(2).

``[F]ailure to satisfy any of the [above] requirements is fatal 
to [an organization's] qualification under section 501(c)(3).'' 
American Campaign Academy v. Commissioner, 92 T.C. 1053, 1062 
(1989).
    The application of these requirements, moreover, is a 
factual exercise. Id. at 1064; Christian Manner International 
v. Commissioner, 71 T.C. 661, 668 (1979). Thus, in testing 
compliance with the operational test, courts look ``beyond the 
four corners of the organization's charter to discover `the 
actual objects motivating the organization and the subsequent 
conduct of the organization.' '' American Campaign Academy, 92 
T.C. at 1064 (citing Taxation with Representation v. United 
States, 585 F.2d 1219, 1222 (4th Cir. 1978)); see also Sound 
Health Association v. Commissioner, 71 T.C. 158, 184 (1978) 
(``It is the purpose toward which an organization's activities 
are directed that is ultimately dispositive of the 
organization's right to be classified as a section 501(c)(3) 
organization.'')
    ``What an organization's purposes are and what purposes its 
activities support are questions of fact.'' American Campaign 
Academy, 92 T.C. at 1064 (citing Christian Manner International 
v. Commissioner, 71 T.C. 661, 668 (1979)). Courts may ``draw 
factual inferences'' from the record when determining whether 
organizations meet the requirements of the tax-exempt 
organization laws and regulations. Id. (citing National 
Association of American Churches v. Commissioner, 82 T.C. 18, 
20 (1984)).

   a. ``Educational'' Organizations May Qualify for Exemption Under 
                           Section 501(c)(3)

    As discussed above, an organization may qualify for 
exemption under section 501(c)(3) if it is ``educational.'' 
91 The Regulations define the term ``educational'' as 
relating to:
---------------------------------------------------------------------------
    \91\ An organization may also qualify for section 501(c)(3) 
exemption if it is organized and operated for, e.g., ``religious,'' 
``charitable,'' or ``scientific'' purposes. The other methods by which 
an organization can qualify for exemption are not discussed in this 
summary.

          (a) [t]he instruction or training of the individual 
        for the purpose of improving or developing his 
        capabilities; or
          (b) [t]he instruction of the public on subjects 
        useful to the individual and beneficial to the 
        community.

Treas. Reg. Sec. 1.501(c)(3)-1(d)(3)(i). The Regulations continue:

          An organization may be educational even though it 
        advocates a particular position or viewpoint so long as 
        it presents a sufficiently full and fair exposition of 
        the pertinent facts as to permit an individual or the 
        public to form an independent opinion or conclusion. On 
        the other hand, an organization is not educational if 
        its principal function is the mere presentation of 
        unsupported opinion.

Id. Guidance on the phrase ``advocates a particular position or 
viewpoint'' can be found in the preceding section in the 
Regulations pertaining to the definition of ``charitable.''

          The fact that an organization, in carrying out its 
        primary purpose, advocates social or civil changes or 
        presents opinion on controversial issues with the 
        intention of molding public opinion or creating public 
        sentiment to an acceptance of its views does not 
        preclude such organization from qualifying under 
        section 501(c)(3) so long as it is not an ``action'' 
        organization.* * *

Treas. Reg. Sec. 1.501(c)(3)-1(d)(2).

    In applying the Regulations under section 501(c)(3) 
pertaining to educational organizations, the IRS has stated 
that its goal is to eliminate or minimize the potential for any 
public official to impose his or her preconceptions or beliefs 
in determining whether the particular viewpoint or position is 
educational. Rev. Proc. 86-43, 1986-2 C.B. 729. IRS policy is 
to ``maintain a position of disinterested neutrality with 
respect to the beliefs advocated by an organization.'' Id. The 
focus of the Regulations pertaining to educational 
organizations and of the IRS's application of these Regulations 
``is not upon the viewpoint or position, but instead upon the 
method used by the organization to communicate its viewpoint or 
positions to others.'' Id. 
    Two court decisions considered challenges to the 
constitutionality of the definition of ``educational,'' in the 
Regulations cited above. One decision held that the definition 
was unconstitutionally vague. Big Mama Rag, Inc. v. United 
States, 631 F.2d 1030 (D.C. Cir. 1980). In National Alliance v. 
United States, 710 F.2d 868 (D.C. Dir. 1983), the court 
upheldthe IRS's position that the organization in question was not 
educational. Without ruling on the constitutionality of the 
``methodology test'' used by the IRS in that case to determine whether 
the organization was educational, the court found that the application 
of that test reduced the vagueness found in Big Mama Rag. The IRS later 
published the methodology test in Rev. Proc. 86-43 in order to clarify 
its position on how to determine whether an organization is educational 
when it advocates particular viewpoints or positions. As set forth in 
the Revenue Procedure:
          The presence of any of the following factors in the 
        presentations made by an organization is indicative 
        that the method used by the organization to advocate 
        its viewpoints or positions is not educational.
                  (a) The presentation of viewpoints or 
                positions unsupported by facts is a significant 
                portion of the organization's communications.
                  (b) The facts that purport to support the 
                viewpoints or positions are distorted.
                  (c) The organization's presentations make 
                substantial use of inflammatory and disparaging 
                terms and express conclusions more on the basis 
                of strong emotional feelings than of objective 
                evaluations.
                  (d) The approach used in the organization's 
                presentations is not aimed at developing an 
                understanding on the part of the intended 
                audience or readership because it does not 
                consider their background or training in the 
                subject matter.
    According to Rev. Proc. 86-43, the IRS uses the methodology 
test in all situations where the educational purpose of an 
organization that advocates a viewpoint or position is in 
question. However, ``[e]ven if the advocacy undertaken by an 
organization is determined to be educational under [the 
methodology test], the organization must still meet all other 
requirements for exemption under section 501(c)(3) * * *'' Rev. 
Proc. 86-43. That is, organizations deemed to be 
``educational'' must also abide by the section 501(c)(3) 
prohibitions on: (a) private benefit, (b) participating or 
intervening in a political campaign, (c) engaging in more than 
insubstantial lobbying activities, and (d) private inurement.

 b. To Satisfy the Operational Test, an Organization Must Not Violate 
                  the ``Private Benefit'' Prohibition

    Section 501(c)(3) requires, inter alia, that an 
organization be organized and operated exclusively for one or 
more exempt purposes. Treas. Reg. 1.501(c)(3)-1(d)(1)(ii) 
provides that an organization does not meet this requirement:
        unless it serves a public rather than a private 
        purpose. Thus, * * * it is necessary for an 
        organization to establish that it is not organized or 
        operated for the benefit of private interests such as 
        designated individuals, the creator or his family, 
        shareholders of the organization, or persons 
        controlled, directly or indirectly, by such private 
        interests.
    The ``private benefit'' prohibition serves to ensure that 
the public subsidies flowing from section 501(c)(3) status, 
including income tax exemption and the ability to receive tax-
deductible charitable contributions, are reserved for 
organizations that are formed to serve public and not private 
interests. Treas. Reg. 1.501(c)(3)-1(c)(1) defines the 
application of the private benefit prohibition in the context 
of the operational test:
          An organization will be regarded as ``operated 
        exclusively'' for one or more exempt purposes only if 
        it engages primarily in activities which accomplish one 
        or more of such exempt purposes specified in section 
        501(c)(3). An organization will not be so regarded if 
        more than an insubstantial part of its activities is 
        not in furtherance of an exempt purpose.
    The Regulations and cases applying them make it clear that 
the private benefit test focuses on the purpose or purposes 
served by an organization's activities, and not on the nature 
of the activities themselves. See, e.g., B.S.W. Group, Inc. v. 
Commissioner, 70 T.C. 352 (1978). Where an organization's 
activities serve more than one purpose, each purpose must be 
separately examined to determine whether it is private in 
nature and, if so, whether it is more than insubstantial. 
Christian Manner International v. Commissioner, 71 T.C. 661 
(1979).
    The leading case on the application of the private benefit 
prohibition in the context of an organization whose activities 
served both exempt and nonexempt purposes is Better Business 
Bureau v. United States, 326 U.S. 279 (1945). Better Business 
Bureau was a nonprofit organization formed to educate the 
public about fraudulent business practices, to elevate business 
standards, and to educate consumers to be intelligent buyers. 
The Court did not question the exempt purpose of these 
activities. The Court found, however, that the organization was 
``animated'' by the purpose of promoting a profitable business 
community, and that such business purpose was both nonexempt 
and more than insubstantial. The Court denied exemption, 
stating (in language that is cited in virtually all later 
private benefit cases), that:

          [I]n order to fall within the claimed exemption, an 
        organization must be devoted to educational purposes 
        exclusively. This plainly means that the presence of a 
        single noneducational purpose, if substantial in 
        nature, will destroy the exemption regardless of the 
        number or importance of truly educational purposes.

Id. at 283.

    Many of the cases interpreting the private benefit 
prohibition involve private benefits that are provided in a 
commercial context--as in the Better Business Bureau case. 
Impermissible private benefit, however, need not be financial 
in nature. Callaway Family Association v. Commissioner, 71 T.C. 
340 (1978), involved a family association formed as a nonprofit 
corporation to study immigration to and migration within the 
United States by focusing on its own family history and 
genealogy. The organization's activities included researching 
the genealogy of Callaway family members in order to publish a 
family history. The organization argued that its purposes were 
educational and intended to benefit the general public, 
asserting that its use of a research methodology focusing on 
one family's development was a way of educating the public 
about the country's history.
    In Callaway, the court noted (and the IRS conceded) that 
the organization's activities served an educational purpose. 
The issue was not whether the organization had any exempt 
purposes, but whether it also engaged in activities that 
furthered a nonexempt purpose more than insubstantially. 
Agreeing with the IRS that ``petitioner aimed its 
organizational drive at Callaway family members, and appealed 
to them on the basis of their private interests,'' the court 
concluded that the organization ``engages in nonexempt 
activities serving a private interest, and these activities are 
not insubstantial.'' Id. at 343-44. Accordingly, the court held 
that the organization did not qualify for exemption under 
section 501(c)(3).
    Kentucky Bar Foundation v. Commissioner, 78 T.C. 921 
(1982), is one of the relatively few cases in which a court 
found private benefit to be insubstantial and therefore not to 
preclude exemption under section 501(c)(3). The Kentucky Bar 
Foundation was formed to conduct a variety of activities 
recognized by the IRS to serve exclusively educational 
purposes, including a continuing legal education program and 
the operation of a public law library. The IRS, however, 
asserted that the Foundation's operation of statewide lawyer 
referral service also served private purposes. Through the 
referral service, a person seeking a lawyer was referred to an 
attorney selected on a rotating basis within a convenient 
geographic area. The fee for an initial half-hour consultation 
was $10; any charge for further consultation or work had to be 
agreed upon by the attorney and the client. The court found 
that the purposes of the referralservice were to assist the 
general public in locating an attorney to provide a consultation for a 
reasonable fee, to encourage lawyers to recognize the obligation to 
provide legal services to the general public, and to acquaint people in 
need of legal services with the value of consultation with a lawyer to 
identify and solve legal problems.
    The IRS asserted that a purpose of the referral service was 
to benefit lawyers, particularly to help young law school 
graduates establish a practice, and that this was a substantial 
nonexempt purpose. Based on a careful examination of the facts, 
however, the court found that:

        [t]he referral service is open to all responsible 
        attorneys, and there is no evidence a selected group of 
        attorneys are the primary beneficiaries of the service. 
        The referral service is intended to benefit the public 
        and not to serve as a source of referrals. We find any 
        nonexempt purpose served by the referral service and 
        any occasional economic benefit flowing to individual 
        attorneys through a referral incidental to the broad 
        charitable purpose served.

Id. at 926.

    Reiterating the proposition that ``the proper focus is the 
purpose or purposes toward which the activities are directed,'' 
the court found that the purpose of the legal referral service 
was to benefit the public, that any private benefit was broadly 
distributed, not conferred on any select group of attorneys and 
incidental to the public purpose, and that the organization 
qualified for exemption under section 501(c)(3). Id. at 923, 
925-26 (citing B.S.W. Group v. Commissioner, 70 T.C. 352, 356-
57 (1978)).
    As the cases described above show, the determination as to 
whether private benefit is incidental (and therefore 
permissible) or more than incidental (and therefore prohibited) 
is inherently factual, and each case must be decided on its own 
facts and circumstances. See also Manning Association v. 
Commissioner, 93 T.C. 596 (1989). The IRS has issued several 
published and private rulings and general counsel memoranda 
92 that further explain the private benefit prohibition. 
For example, in Rev. Rul. 70-186, 1970-1 C.B. 128, an 
organization was formed to preserve a lake as a public 
recreational facility and to improve the lake water's 
condition. Although the organization's activities benefited the 
public at large, there were necessarily significant benefits to 
the individuals who owned lake-front property. The IRS, 
however, determined that the private benefit to the lake-front 
property owners was incidental because:

    \92\ Private letter rulings and general counsel memoranda are made 
available to the public under section 6110 of the Code. These documents 
are based on the facts of particular cases, and may not be relied on as 
precedent. However, they provide useful insights as to how the IRS 
interprets and applies the law in particular factual situations.

        [t]he benefits to be derived from the organization's 
        activities flow principally to the general public 
        through the maintenance and improvement of public 
        recreational facilities. Any private benefits derived 
        by the lakefront property owners do not lessen the 
        public benefits flowing from the organization's 
        operations. In fact, it would be impossible for the 
        organization to accomplish its purposes without 
        providing benefits to the lakefront property owners.

Id.

    In Rev. Rul. 75-196, 1975-1 C.B. 155, the IRS ruled that a 
501(c)(3) organization operating a law library whose rules 
essentially limited access and use to local bar association 
members conferred only incidental benefits to the bar 
association members. The library's availability only to a 
designated class of persons was not a bar to recognition of 
exemption because:

        [w]hat is of importance is that the class benefited be 
        broad enough to warrant a conclusion that the 
        educational facility or activity is serving a broad 
        public interest rather than a private interest, and is 
        therefore exclusively educational in nature.

Id. The library was available to a significant number of people, and the 
restrictions on the library's use were due to the limited size of its 
facilities. Although attorneys who used the library might derive personal 
benefit in their practice, the IRS ruled that this benefit was incidental 
to the library's exempt purpose and a ``logical by-product of an 
educational process.''

Id.

    Two other revenue rulings with similar fact patterns are 
also helpful in understanding the application of the 
``incidental benefits'' concept. In one ruling, the IRS ruled 
that an organization that limited membership to the residents 
of one city block did not qualify as a 501(c)(3) organization 
because the organization's members benefited directly, thus not 
incidentally, from the organization's activities. Rev. Rul. 75-
286, 1975-2 C.B. 210. In another, the IRS ruled that an 
organization dedicated to beautification of an entire city 
qualified as a 501(c)(3) organization because benefits flowed 
to the city's entire population and were not targeted to the 
organization's members. Rev. Rul. 68-14, 1968-1 C. B. 243. The 
benefits to the organization's members of living in a cleaner 
city were considered incidental.
    The IRS issued a recent warning about the importance of the 
private benefit prohibition in Rev. Proc. 96-32, 1996-20 I.R.B. 
14, a Revenue Procedure issued for the purpose of establishing 
standards as to whether organizations that own and operate low 
income housing (an activity conducted by both nonprofit and 
for-profit organizations) may qualify for exemption under 
section 501(c)(3). After reviewing the substantive criteria 
that must be present to establish that the organization is 
formed for a charitable purpose, the IRS added a final caution:

          If an organization furthers a charitable purpose such 
        as relieving the poor and distressed, it nevertheless 
        may fail to qualify for exemption because private 
        interests of individuals with a financial stake in the 
        project are furthered. For example, the role of a 
        private developer or management company in the 
        organization's activities must be carefully scrutinized 
        to ensure the absence of inurement or impermissible 
        private benefit resulting from real property sales, 
        development fees, or management contracts.

Id.

    One of the most detailed explanations of the private 
benefit prohibition is contained in G.C.M. 39862 (Nov. 22, 
1991), involving the permissibility of a hospital's transaction 
with physicians. In the G.C.M., the IRS explained the 
prohibition as follows:

          Any private benefit arising from a particular 
        activity must be ``incidental'' in both a qualitative 
        and quantitative sense to the overall public benefit 
        achieved by the activity if the organization is to 
        remain exempt. To be qualitatively incidental, a 
        private benefit must occur as a necessary concomitant 
        of the activity that benefits the public at large; in 
        other words, the benefit to the public cannot be 
        achieved without necessarily benefiting private 
        individuals. Such benefits might also be characterized 
        as indirect or unintentional. To be quantitatively 
        incidental, a benefit must be insubstantial when viewed 
        in relation to the public benefit conferred by the 
        activity.

Id.

    The IRS also explained that the insubstantiality of the 
private benefit is measured only in relationship to activity in 
which the private benefit is present, and not in relation to 
the organization's overall activities:

          It bears emphasis that, even though exemption of the 
        entire organization may be at stake, the private 
        benefit conferred by an activity or arrangement is 
        balanced only against the public benefit conferred by 
        that activity or arrangement, not the overall good 
        accomplished by the organization.

Id.

    In G.C.M. 39862, the IRS balanced the private benefits to 
the physicians from the transaction at issue with the public 
purposes served by that particular activity--and not the public 
purposes served by the hospital as a whole. Finding the private 
purposes from the activity at issue to be more than incidental 
in relation to the public purposes, the IRS determined that the 
hospital had jeopardized its exemption under section 501(c)(3).
    Although most of the cases and IRS rulings (both public and 
private) follow the general analysis described above in 
determining whether or not private benefit is insubstantial, a 
fairly recent Tax Court case, American Campaign Academy v. 
Commissioner, 92 T.C. 1053 (1989) adopts a slightly different 
approach. In that case, the primary activity of American 
Campaign Academy (``ACA'' or ``the Academy'') was the operation 
of a school to train people to work in political campaigns. The 
IRS denied ACA's application for exemption under section 
501(c)(3), and ACA appealed the denial to the Tax Court. The 
Tax Court upheld the IRS's denial of ACA's application for 
exemption because ACA's activities conferred an impermissible 
private benefit on Republican candidates and entities.
    The school operated by ACA was an ``outgrowth'' of programs 
the National Republican Congressional Committee (``NRCC'') once 
sponsored to train candidates and to train campaign 
professionals for Republican campaigns. The Academy program, 
however, differed from its NRCC predecessor in that it limited 
its students to ``campaign professionals.'' Id. at 1056. 
Without discussion, the IRS stated that the Academy did not 
train candidates, participate in any political campaign or 
attempt to influence legislation. Id. at 1056-57. The Academy 
did not use training materials developed by the NRCC, generally 
did not use NRCC faculty, and developed its own courses. Id. at 
1057. Students were not explicitly required to be affiliated 
with any particular party, nor were they required to take 
positions with partisan organizations upon graduation. Id. at 
1058.
     The Academy had a number of direct and indirect 
connections to Republican organizations. The NRCC contributed 
furniture and computer hardware to the Academy. Id. at 1056. 
One of the Academy's three directors, Joseph Gaylord, was the 
Executive Director of the NRCC; another director, John 
McDonald, was a member of the Republican National Committee. 
Id. Jan Baran, General Counsel of the NRCC at the time of the 
Academy's application to IRS, incorporated the Academy. Id. at 
1070. The National Republican Congressional Trust funded the 
Academy. Id. The Academy curriculum included studies of the 
``Growth of NRCC, etc.'' and ``Why are people Republicans,'' 
but did not contain comparable studies pertaining to the 
Democratic or other political parties. Id. at 1070-71. People 
on the admissions panel were affiliated with the Republican 
Party. Id. at 1071. Furthermore, while the applicants were not 
required to declare a party affiliation on their application, 
the political references students were required to submit 
``often permit[ted] the admission panel to deduce the 
applicant's political affiliation.'' Id. Finally, the Court 
found that all but one of the Academy graduates who could be 
identified as later serving in political positions ended up 
serving Republican candidates or Republican organizations. Id. 
at 1060, 1071, 1072.
    In light of these facts, the Tax Court upheld the IRS's 
denial of the Academy's application for exemption under section 
501(c)(3) because the Academy ``conducted its educational 
activities with the partisan objective of benefiting Republican 
candidates and entities.'' Id. at 1070. Any one of the facts 
listed in the previous paragraph did not alone support the 
IRS's finding or the court's holding that the Academy was 
organized for a non-exempt purpose. The IRS did not argue, and 
the court did not hold, for example, that individuals who are 
all members of the same political party are prohibited from 
operating a 501(c)(3) organization, or that an organization may 
not receive an exemption under section 501(c)(3) if a partisan 
organization funds it. Rather, the Tax Court focused on the 
purpose behind ACA's activities. In determining this, it drew 
``factual inferences'' from the record to discern that purpose. 
Those inferences led to the court's conclusion that the Academy 
``targeted Republican entities and candidates to receive the 
secondary benefit through employing its alumni * * *.'' Id. at 
1075.
    The Tax Court's analysis distinguished between ``primary'' 
private benefit and ``secondary'' private benefit, and made 
clear that the latter can be a bar to section 501(c)(3) 
qualification. In this case, the students received the primary 
private benefit of the Academy, and this benefit was 
permissible and consistent with the Academy's educational 
purposes. The students' ultimate employers, Republican 
candidates and entities, received the secondary benefits of the 
Academy. ``[W]here the training of individuals is focused on 
furthering a particular targeted private interest [e.g., 
Republican candidates and entities], the conferred secondary 
benefit ceases to be incidental to the providing organization's 
exempt purposes.'' Id. at 1074.
    For the Academy to have prevailed, according to the Tax 
Court, it needed to demonstrate: (1) that the candidates and 
entities who received the benefit of trained campaigned workers 
possessed the characteristics of a ``charitable class,'' 
93 and (2) that it did not distribute benefits among that 
class in a select manner. Id. at 1076. The Academy argued that 
Republican candidates and entities were ``charitable'' because 
the Republican party consists of millions of people with ``like 
`political sympathies' '' and their activities benefited the 
community at large. Id. The Court ruled, however, that size 
alone does not transform a benefited class into a charitable 
class and that ACA had failed to demonstrate that political 
entities and candidates possessed the characteristics of a 
charitable class. Id. At 1077. Moreover, the Tax Court held 
that even if political candidates and entities could be found 
to constitute a ``charitable class,'' ACA's benefits were 
distributed in a select manner to Republican candidates and 
entities. Id.
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    \93\ This part of the Tax Court's analysis in American Campaign 
Academy has been criticized by a few commentators, who have disagreed 
with the court's application of the ``charitable class'' doctrine in 
the context of an educational organization. See, e.g., Bruce R. 
Hopkins, Republican Campaign School Held Not Tax Exempt, The Nonprofit 
Counsel, July 1989, at 3; Laura B. Chisolm, Politics and Charity: A 
Proposal for Peaceful Coexistence, 58 Geo. Wash. L. Rev. 308, 344 n.159 
(1990).
    Typically an educational organization is expected to serve a broad 
class representative of the public interest, but not a ``charitable 
class'' per se. The court's consideration of the question as to whether 
political candidates and entities could constitute a charitable class 
might be misplaced, but is not critical to its holding. As the court 
notes, ``even were we to find political entities and candidates to 
generally comprise a charitable class, petitioner would bear the burden 
of proving that its activities benefited the members of the class in a 
nonselect manner.'' The court's finding that such benefits were 
conferred in a select manner--to Republican candidates and entities--
was the basis for its holding that the organization served private 
purposes more than incidentally and, therefore, failed to qualify for 
exemption under section 501(c)(3).
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     Finally, the Academy argued that although it hoped that 
alumni would work in Republican organizations or for Republican 
candidates, it had no control over whether they would do so. 
Absent an ability to control the students' employment, the 
Academy argued, it lacked the ability to confer secondary 
benefits to Republican candidates and entities. Id. at 1078. 
The Court found that there was no authority for the proposition 
that the organization must be able to control non-incidental 
benefits. Furthermore, the Court reiterated that the record 
supported the IRS's determination that the Academy was formed 
``with a substantial purpose to train campaign professionals 
for service in Republican entities and campaigns, an activity 
previously conducted by NRCC.'' Id. According to the Court, 
accepting the Academy's argument regarding its inability to 
control non-incidental benefits would ``cloud the focus of the 
operational test, which probes to ascertain the purpose towards 
which an organization's activities are directed and not the 
nature of the activities themselves.'' Id. at 1078-79 (citing 
B.S.W. Group v. Commissioner, 70 T.C. 352, 356-57 (1978)). The 
Court noted that had the record demonstrated that ``the 
Academy's activities were nonpartisan in nature and that its 
graduates were not intended to primarily benefit Republicans,'' 
the Court would have found for the Academy. Id. at 1079.
    The American Campaign Academy case follows existing 
precedent. In reaching its decision, the court relies on Better 
Business Bureau and Kentucky Bar Foundation, among other cases, 
for the legal standards governing the private benefit 
prohibition. The court recognizes that the ACA's activities 
were intended to serve multiple purposes, including the 
education of students (the permissible primary benefit) and the 
provision of trained campaign professionals for candidates and 
entities (the secondary benefit). Finding the secondary benefit 
to be targeted to a select group--Republican candidates and 
entities--the court concludes that such benefit is more than 
incidental and therefore precludes exemption under section 
501(c)(3).

  c. To Satisfy The Operational Test, An Organization Must Not Be An 
                        ``Action'' Organization

    An organization is not operated exclusively for one or more 
exempt purposes if it is an ``action'' organization. Treas. 
Reg. Sec. 1.501(c)(3)-1(c)(3). Such an organization cannot 
qualify for exemption under section 501(c)(3). Treas. Reg. 
Sec. 1.501(c)(3)-1(c)(3)(v). An organization is an action 
organization if:

          (i) It ``participates or intervenes, directly or 
        indirectly, in any political campaign on behalf of or 
        in opposition to any candidate for public office;''
          (ii) a ``substantial part'' of its activities 
        consists of ``attempting to influence legislation by 
        propaganda, or otherwise;'' or
          (iii) its primary objective may be attained ``only by 
        legislation or a defeat of proposed legislation,'' and 
        ``it advocates, or campaigns for, the attainment'' of 
        such primary objective.

Treas. Reg. Sec. 1.501(c)(3)-1(c)(3).

(i) If an Organization Participates in a Political Campaign, It is an 
        Action Organization Not Entitled to Exemption Under Section 
        501(c)(3)

     Section 501(c)(3) provides that an organization is not 
entitled to exemption if it ``participate[s] in, or 
intervene[s] in (including the publishing or distributing of 
statements) any political campaign on behalf of (or in 
opposition to) any candidate for public office.'' The reason 
for this prohibition is clear. Contributions to section 
501(c)(3) organizations are deductible for federal income tax 
purposes, but contributions to candidates and political action 
committees (``PACs'') are not. The use of section 501(c)(3) 
organizations to support or oppose candidates or PACs would 
circumvent federal tax law by enabling candidates or PACs to 
attract tax-deductible contributions to finance their election 
activities. As the U.S. Court of Appeals for the Tenth Circuit 
explained, ``[t]he limitations in Section 501(c)(3) stem from 
the congressional policy that the United States Treasury should 
be neutral in political affairs and that substantial activities 
directed to attempts to * * * affect a political campaign 
should not be subsidized.'' Christian Echoes National Ministry, 
Inc. v. United States, 470 F.2d 849, 854 (1972), cert. denied, 
419 U.S. 1107 (1975) (emphasis in original).
    The prohibition on political campaign intervention was 
added to the Internal Revenue Code as a floor amendment to the 
1954 Revenue Act offered by Senator Lyndon Johnson, who 
believed that a section 501(c)(3) organization was being used 
to help finance the campaign of an opponent. In introducing the 
amendment, Senator Johnson said that it was to ``deny[] tax-
exempt status to not only those people who influence 
legislation but also to those who intervene in any political 
campaign on behalf of any candidate for any public office.'' 
100 Cong. Rec. 9604 (1954) (discussed in Bruce R. Hopkins, 
``The Law of Tax-Exempt Organizations,'' 327 (6th ed. 1992)). 
No congressional hearing was held on the subject and the 
conference report did not contain any analysis of the 
provision. Judith E. Kindell and John F. Reilly, ``Election 
Year Issues,'' 1993 Exempt Organizations Continuing 
Professional Education Technical Instruction Program 400, 401 
(hereinafter ``IRS CPE Manual''). 94
---------------------------------------------------------------------------
    \94\ The 1993 Exempt Organizations Continuing Professional 
Education (CPE) Technical Instruction Program text was prepared by the 
IRS Exempt Organizations Division for internal training purposes.
---------------------------------------------------------------------------
    Although the prohibition on political campaign intervention 
was not formally added to section 501(c)(3) until 1954, the 
concept that charities should not participate in political 
campaigns was not new. As the Second Circuit noted, ``[t]his 
provision merely expressly stated what had always been 
understood to be the law. Political campaigns did not fit 
within any of the specified purposes listed in [Section 
501(c)(3)].'' The Association of the Bar of the City of New 
York v. Commissioner, 858 F.2d 876, 879 (2d Cir. 1988) 
(hereinafter ``New York Bar'') (quoting 9 Mertens, Law of 
Federal Income Taxation Sec. 34.05 at 22 (1983)). 95 
Furthermore, congressional concerns that the government not 
subsidize political activity have existed since at least the 
time when Judge Learned Hand wrote ``[p]olitical agitation * * 
* however innocent the aim * * * must be conducted without 
public subvention * * *.'' Slee v. Commissioner, 42 F.2d 184, 
185 (2d Cir. 1930), quoted in New York Bar, 858 F.2d at 879.
---------------------------------------------------------------------------
    \95\ Indeed, under the common law of charitable trusts--the genesis 
of modern day section 501(c)(3)--it was recognized that ``a trust to 
promote the success of a particular political party is not 
charitable,'' for the reason that ``there is no social interest in the 
underwriting of one or another of the political parties.'' Restatement 
(Second) of Trusts Sec. 374 (1959). The continued importance of the 
common law doctrine of ``charitability'' to the standards for exemption 
under section 501(c)(3) is reflected in the Supreme Court decision in 
Bob Jones University v. United States, 461 U.S. 574 (1983), in which 
the Supreme Court denied exemption to a private university that 
practiced racial discrimination, on the ground that racial 
discrimination was contrary to public policy and therefore inconsistent 
with the common law standards for charitability.
---------------------------------------------------------------------------
    In 1987, Congress amended section 501(c)(3) to clarify that 
the prohibition on political campaign activity applied to 
activities in opposition to, as well as on behalf of, any 
candidate for public office. Omnibus Budget Reconciliation Act, 
Pub. L. No. 100-203, Sec. 10711, 101 Stat. 1330, 1330-464 
(1987). The House Report accompanying the bill stated that 
``[t]he prohibition on political campaign activities * * * 
reflect[s] congressional policies that the U.S. Treasury should 
be neutral in political affairs * * *.'' H.R. Rep. No. 100-391, 
at 1625 (1987); see also S. Rep. No. 91-552, at 46-49 (Tax 
Reform Act of 1969) (interpreting section 501(c)(3) to mean 
that ``no degree of support for an individual's candidacy for 
public office is permitted'').
    The scope of the prohibition on political campaign 
intervention has been the subject of much discussion. While 
certain acts are clearly proscribed, others may be permissible 
or prohibited, depending on the purpose and effect of the 
activity. The regulations interpreting the prohibition add 
little to the statutory definition:

          Activities which constitute participation or 
        intervention in a political campaign on behalf of or in 
        opposition to a candidate include, but are not limited 
        to, the publication or distribution of written or 
        printed statements or the making of oral statements on 
        behalf of or in opposition to such a candidate.
Treas. Reg. Sec. 1.501(c)(3)-1(c)(3)(iii). Under this 
provision, a section 501(c)(3) organization is prohibited from 
making a written or oral endorsement of a candidate and from 
distributing partisan campaign literature. IRS CPE Manual at 
410. Following the enactment of section 527 of the Code in 1974 
(governing the federal tax treatment of PACs), the prohibition 
also prevents section 501(c)(3) organizations from establishing 
or supporting a PAC. IRS CPE Manual at 437. (The application of 
the prohibition in this context is discussed further below.)
    It is clear, however, that section 501(c)(3) organizations 
also may violate the prohibition by engaging in activity that 
falls short of a direct endorsement, and even may--on its 
face--appear neutral, if the purpose or effect of the activity 
is to support or oppose a candidate. The IRS CPE Manual 
describes a variety of situations in which section 501(c)(3) 
organizations may violate the prohibition without engaging in a 
direct candidate endorsement, including inviting a particular 
candidate to make an appearance at an organization event, 
holding candidate forums or distributing voter guides which 
evidence a bias for or against a candidate, and similar 
activities that may support or oppose a particular candidate. 
IRS CPE Manual at 419-424, 430-432. In a recent election year 
news release, the IRS reminded 501(c)(3) organizations of the 
breadth of the prohibition, stating not only that they cannot 
endorse candidates or distribute statements in support of or 
opposition to candidates, but also that they cannot ``become 
involved in any other activities that may be beneficial or 
detrimental to any candidate.'' IRS News Release IR-96-23 (Apr. 
24, 1996).
    While it is easy for the IRS to determine whether the 
prohibition on political campaign intervention has been 
violated when a section 501(c)(3) organization endorses a 
candidate or distributes partisan campaign literature, it is 
more difficult to determine whether there is a violation if the 
activity at issue is not blatant or serves a nonpolitical 
purpose as well. The IRS relies on a ``facts and 
circumstances'' test in analyzing ambiguous behavior to 
determine whether there has been a violation. According to the 
IRS:

        [i]n situations where there is no explicit endorsement 
        or partisan activity, there is no bright-line test for 
        determining if the IRC 501(c)(3) organization 
        participated or intervened in a political campaign. 
        Instead, all the facts and circumstances must be 
        considered.

IRS CPE Manual at 410.

    Despite the lack of bright-line standards concerning all 
aspects of the prohibition, there is a substantial body of 
authority concerning what section 501(c)(3) organizations can 
and cannot do, and many section 501(c)(3) organizations have 
little difficulty applying existing precedents to develop 
internal guidelines for what activities are permissible and 
prohibited. For example, the Office of General Counsel of the 
United States Catholic Conference issued guidelines on 
political activities to Catholic organizations on February 14, 
1996, in anticipation of the 1996 election season. 96 The 
guidelines outline the parameters of permissible activity, 
including unbiased voter education, nonpartisan get-out-the-
vote drives, and nonpartisan public forums. They also describe 
what activity is prohibited, including the endorsement of 
candidates, the distribution of campaign literature in support 
or opposition to candidates, and the provision of financial and 
in-kind support to candidates or PACs. With respect to the 
latter, the guidelines state flatly that:
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    \96\ Some churches assert that they have a First Amendment right to 
participate in political campaign activities where doing so furthers 
their religious beliefs. However, courts have ruled that tax exemption 
is a privilege and not a right, and that section 501(c)(3) does not 
prohibit churches from participating in political campaigns but merely 
provides that they will not be entitled to tax exemption if they do so. 
See, e.g., Christian Echoes National Ministry, Inc. v. United States, 
470 F.2d 849 (10th Cir. 1972).

          [A] Catholic organization may not provide financial 
        support to any candidate, PAC, or political party. 
        Likewise, it may not provide or solicit in-kind 
        support, such as free or selective use of volunteers, 
---------------------------------------------------------------------------
        paid staff, facilities, equipment, mailing lists, etc.

``Political Activity Guidelines for Catholic Organizations'' 
(United States Catholic Conference, Office of the General 
Counsel, Washington, D.C.), Feb. 14, 1996, reprinted in Paul 
Streckfus' EO Tax Journal, November 1996 at 35, 42.
    The generally accepted aspects of the campaign intervention 
prohibition, as well as some areas of uncertainty, are 
discussed below.
            (a) The Prohibition Is ``Absolute''
    The prohibition on political campaign intervention or 
participation is ``absolute.'' IRS CPE Manual at 416. Unlike 
the prohibition on lobbying, there is no requirement that 
political campaign participation or intervention be 
substantial. New York Bar, 858 F.2d at 881. It is, therefore, 
irrelevant that the majority, or even all but a small portion, 
of an organization's activities would, by themselves, support 
exemption under section 501(c)(3). United States v. Dykema, 666 
F.2d 1096, 1101 (7th Cir. 1981); see also G.C.M. 39694 (Jan. 
22, 1988) (``An organization described in section 501(c)(3) is 
precluded from engaging in any political campaign activities'') 
and P.L.R. 9609007 (Dec. 6, 1995). (``For purposes of section 
501(c)(3), intervention in a political campaign may be subtle 
or blatant. It may seem to be justified by the press of events. 
It may even be inadvertent. The law prohibits all forms of 
participation or intervention in `any' political campaign.'') 
\97\
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    \97\ See also G.C.M. 38137 (Oct. 22, 1979): [T]he prohibition on 
political activity makes no reference to the intent of the 
organization. An organization can violate the proscription even if it 
acts for reasons other than intervening in a political campaign. For 
example, an organization that hires a political candidate to do 
commercials for its charity drive and runs the commercials frequently 
during the political campaign may have no interest in supporting the 
candidate's campaign. Nevertheless, its action would constitute, at 
least, indirect intervention or support of the political campaign.
    However, the same G.C.M. goes on to say:
    We do not mean to imply that every activity that has an effect on a 
political campaign is prohibited political activity. We recognize that 
organizations may inadvertently support political candidates. In these 
instances the organizations have not ``intervened'' or ``participated'' 
in political campaigns. A hospital that provides emergency health care 
for a candidate acts on behalf of the candidate during the election, 
but only inadvertently supports his campaign.
---------------------------------------------------------------------------
    Although the prohibition on political campaign intervention 
under section 501(c)(3) is absolute, Congress recognized that 
the sanction of loss of tax exemption could, in some cases, be 
disproportionate to the violation. In 1987, Congress added 
section 4955 to the Code, which imposes excise tax penalties on 
section 501(c)(3) organizations that make ``political 
expenditures'' in violation of the prohibition, as well as 
organization managers who knowingly approve such expenditures. 
The legislative history provides that the enactment of section 
4955 was not intended to modify the absolute prohibition of 
section 501(c)(3), but to provide an alternative remedy that 
could be used by the IRS in cases where the penalty of 
revocation seems disproportionate to the violation:

        i.e., where the expenditure was unintentional and 
        involved only a small amount and where the organization 
        subsequently has adopted procedures to assure that 
        similar expenditures would not be made in the future.

H.R. Rep. No. 100-391, at 1623-24 (1987).

    The legislative history also provides that the excise tax 
may be imposed in cases involving significant, uncorrected 
violations of the prohibition, where revocation alone may be 
ineffective because the organization has ceased operations 
after diverting its assets to an improper purpose. In these 
cases, the excise tax penalty on organization managers may be 
the only effective way to penalize the violation. Id. at 1624-
25.
    The IRS has shown an inclination to impose the excise tax 
under section 4955 in lieu of revocation of exemption in cases 
where the violation appears to be minor in relation to the 
organization's other exempt purpose activities.\98\ For 
example, P.L.R. 9609007 (Dec. 6, 1995) involved a section 
501(c)(3) organization that sent out a fundraising letter 
linking the organization to issues raised in the particular 
campaigns. The IRS concluded that the letters evidenced a bias 
for one candidate over the other. The organization sought to 
defend itself by saying only a few of the letters were sent to 
the states whose elections were mentioned in the letters. The 
IRS rejected this defense, stating that:
---------------------------------------------------------------------------
    \98\ Prior to the enactment of section 4955 in 1987, the IRS was 
reluctant to impose revocation in cases where the violation was not 
blatant and the organization had a record of otherwise charitable 
activities. For example, P.L.R. 8936002 (May 24, 1989) involved a 
section 501(c)(3) organization that engaged in voter education and 
issue advocacy relating to the 1984 Presidential election. Describing 
the case as ``a very close call,'' the IRS ``reluctantly'' concluded 
that the organization's voter education activities did not constitute 
prohibited political campaign intervention, despite the use of ``code 
words'' that could be viewed as evidencing support for a particular 
candidate.
    The IRS appeared unwilling to seek revocation with respect to the 
organization, probably because of its history of legitimate educational 
activities. Had section 4955 been in effect when the activity took 
place, the IRS would have had another enforcement alternative: it could 
have imposed excise tax penalties on the organization's expenditures 
for the activities it found so troublesome.

          [I]t is common knowledge that in recent times the 
        primary source of a candidate's support in such 
        elections is often derived from out-of-state sources. 
        Although a particular reader may not have been eligible 
        to actually vote for the described candidate, he or she 
        could have been charged by [the organization], in our 
        view, to participate in the candidate's campaign 
        through direct monetary or in-kind support, 
---------------------------------------------------------------------------
        volunteerism, molding of public opinion, or the like.

Id. The IRS found that the organization violated the political 
campaign intervention prohibition and imposed an excise tax on 
the organization under section 4955; it did not, however, 
propose revocation of the organization's exemption under 
section 501(c)(3).
            (b) Section 501(c)(3) Organizations May Not Establish or 
                    Support a PAC
    Although organizations exempt from tax under some 
categories of section 501(c) are permitted to establish or 
support PACs,\99\ those exempt under section 501(c)(3) are not. 
When section 527 (governing the tax treatment of PACs) was 
added to the Code in 1974, the legislative history provided 
that ``this provision is not intended to affect in any way the 
prohibition against certain exempt organizations (e.g., sec. 
501(c)(3)) engaging in `electioneering' * * *'' S. Rep. No. 93-
1357 (1974), reprinted in 1975-1 C.B. 517, 534. The regulations 
under section 527 reflect this congressional intent:
---------------------------------------------------------------------------
    \99\ For example, section 501(c)(4) and (6) organizations are 
permitted to establish and/or support PACs. If these exempt 
organizations provide support for PACs, they are subject to tax, under 
section 527, on the lesser of their net investment income or their 
``exempt function'' income.

          Section 527(f) and this section do not sanction the 
        intervention in any political campaign by an 
        organization described in section 501(c) if such 
        activity is inconsistent with its exempt status under 
        section 501(c). For example, an organization described 
        in section 501(c)(3) is precluded from engaging in any 
        political campaign activities. The fact that section 
        527 imposes a tax on the exempt function income (as 
        defined in section 1.527-2(c)) expenditures of section 
        501(c) organizations and permits such organizations to 
        establish separate segregated funds to engage in 
        campaign activities does not sanction the participation 
        in these activities by section 501(c)(3) organizations.

Treas. Reg. Sec. 1.527-6(g).

    Since the enactment of section 527 in 1974, it has been 
clear that a section 501(c)(3) organization will violate the 
prohibition on political campaign intervention by providing 
financial or nonfinancial support for a PAC. IRS CPE Manual at 
438-40. While the use of a section 501(c)(3)'s facilities, 
personnel, or other financial resources for the benefit of a 
PAC is impermissible, the prohibition does not stop there. In 
its CPE Manual, the IRS also noted that ``[a]n IRC 501(c)(3) 
organization's resources include intangible assets, such as its 
goodwill, that may not be used to support the political 
campaign activities of another organization.'' Id. at 440. Some 
leading practitioners have interpreted this provision to 
prohibit a charity from allowing its name to be used by a PAC, 
even if the charity provides no financial support or 
assistance; by allowing a PAC to use its name, the charity 
implies to its employees and to the public that it endorses the 
activity of the PAC. See Gregory L. Colvin et al., Commentary 
on Internal Revenue Service 1993 Exempt Organizations 
Continuing Professional Education Technical Instruction Program 
Article on ``Election Year Issues,'' 11 Exempt Org. Tax Rev. 
854, 871 (1995) [hereinafter ``EO Comments''].
            (c) ``Express Advocacy'' is Not Required, and Issue 
                    Advocacy is Prohibited if Used to Convey Support 
                    for or Opposition to a Candidate
    An organization does not need to violate the ``express 
advocacy'' standard applied under federal election law for it 
to violate the political campaign prohibition of section 
501(c)(3).\100\ T.A.M. 8936002 (May 24, 1989). That is, it is 
not necessary to advocate the election or defeat of a clearly 
identified candidate to violate the prohibition. IRS CPE Manual 
at 412-13.
---------------------------------------------------------------------------
    \100\ The FEC's ``express advocacy'' standard came into being 
because the Supreme Court held a provision of the Federal Elections 
Campaign act relating to contributions ``to reach only funds used for 
communications that expressly advocate the election or defeat of a 
clearly identified candidate.'' See IRS CPE Manual at 412 (quoting 
Buckley v. Valeo, 424 U.S. 1, 77 (1976)). Examples of ``express 
advocacy'' include ``vote for,'' ``elect,'' and ``Smith for Congress'' 
or ``vote against,'' ``defeat,'' and ``reject.'' Id. at 413 (referring 
to 11 C.F.R. Sec. 109.1(b)(2)).
---------------------------------------------------------------------------
    Moreover, an organization may violate the prohibition even 
if it does not identify a candidate by name. The IRS has stated 
that ``issue advocacy'' may serve as ``the opportunity to 
intervene in a political campaign in a rather surreptitious 
manner'' if a label or other coded language is used as a 
substitute for a reference to identifiable candidates. Id. at 
411.

        The concern is that an IRC 501(c)(3) organization may 
        support or oppose a particular candidate in a political 
        campaign without specifically naming the candidate by 
        using code words to substitute for the candidate's name 
        in its messages, such as ``conservative,'' ``liberal,'' 
        ``pro-life,'' ``pro-choice,'' ``anti-choice,'' 
        ``Republican,'' ``Democrat,'' etc., coupled with a 
        discussion of the candidacy or the election. When this 
        occurs, it is quite evident what is happening--an 
        intervention is taking place.

Id. 411-412. Furthermore:

        [a] finding of political campaign intervention from the 
        use of coded words is consistent with the concept of 
        ``candidate''--the words are not tantamount to 
        advocating support for or opposition to an entire 
        political party, such as ``Republican,'' or a vague and 
        unidentifiably large group of candidates, such as 
        ``conservative'' because the sender of the message does 
        not intend the recipient to interpret them that way. 
        Code words, in this context, are used with the intent 
        of conjuring favorable or unfavorable images--they have 
        pejorative or commendatory connotations.

Id. at 412 n. 6.

            (d) Educational Activities May Constitute Participation or 
                    Intervention
    As discussed above, the IRS considers activities that 
satisfy the ``methodology test'' to be ``educational.'' Just as 
educational activities may result in impermissible private 
benefit, however, so too may they violate the prohibition on 
political campaign intervention. The IRS takes the position 
that ``[a]ctivities that meet the methodology test * * * may 
nevertheless constitute participation or intervention in a 
political campaign.'' IRS CPE Manual at 415.
    New York Bar, 858 F.2d 876 (2d Cir. 1988), referred to 
above, is the leading case on point. In that case, a bar 
association published ratings of judicial candidates. The 
ratings were distributed to bar members and law libraries. The 
Association also issued press releases regarding its ratings, 
but did not conduct publicity campaigns to announce its 
ratings. Id. at 877. The Second Circuit held that although the 
Association's publications were educational, the distribution 
of the publications constituted prohibited campaign 
intervention. By disseminating the educational publications 
with the hope that they would `` `ensure' that candidates whom 
[the Association] consider[ed] to be `legally and 
professionally unqualified' '' would not be elected, the court 
held that the Association ``indirectly'' participated in a 
political campaign on behalf of or in opposition to a candidate 
for public office. Id. at 881.
    An implication of the holding in New York Bar is that one 
must consider not only whether the activity itself, e.g., 
publishing educational materials such as candidate ratings, 
violates the political campaign prohibition, but also whether 
the intended consequences of the activity violates the 
prohibition.\101\ The need to consider the consequences of an 
otherwise educational activity is clear from a review of 
several IRS rulings finding that an organization violated the 
prohibition by disseminating material that was deemed 
educational, but nonetheless affected voter preferences in 
violation of the prohibition.
---------------------------------------------------------------------------
    \101\ See also T.A.M. 9635003 (Apr. 19, 1996). T.A.M. 9635003 
involved a section 501(c)(3) organization that conducted ``citizens' 
juries,'' a form of voter education in which a cross-section of 
citizens are selected to determine which issues are most relevant in 
the context of a particular campaign, to hear presentations by 
candidates on those issues, and to rate the candidates' positions on 
the issues. The section 501(c)(3) organization disseminated the citizen 
jury's report, including the candidate ratings. In its dissemination, 
the organization made it clear that it did not support or oppose any 
candidate, and that the views expressed were those of the citizen 
jurors and not the organization. The IRS found that the dissemination 
of the report constituted impermissible participation in a political 
campaign, and that all expenditures in connection with the conduct of 
the citizens' jury--and not just the expenditures of the 
dissemination--constituted ``political expenditures'' under section 
4955: This culmination shows that all the activity of the organization 
leading up to the final report is intimately connected with and a part 
of the process to put on the [citizens' jury], and thus publication of 
the final report makes the entire process with respect to the 
[citizens' jury] a proscribed political activity.
---------------------------------------------------------------------------
    For example, in Rev. Rul. 67-71, 1967-1 C.B. 125, the IRS 
ruled that a 501(c)(3) organization created to improve the 
public educational system by engaging in campaigns on behalf of 
candidates for school board was not exempt. Every four years, 
when the school board was to be elected, the organization 
considered the qualification of the candidates and selected 
those it thought most qualified. The organization then 
``engage[d] in a campaign on their behalf by publicly 
announcing its slate of candidates and by publishing and 
distributing a complete biography of each.'' Id. Although the 
selection process ``may have been completely objective and 
unbiased and was intended primarily to educate and inform the 
public about the candidates,'' the IRS nonetheless ruled it to 
be intervention or participation in a political campaign. Id.
    In Rev. Rul. 76-456, 1976-2 C.B. 151, the IRS ruled that an 
organization formed for the purpose of elevating the morals and 
ethics of political campaigning was nevertheless intervening in 
a political campaign when it solicited candidates to sign a 
code of fair campaign practices and released the names of those 
candidates who signed and those candidates who refused to sign. 
The IRS stated that this was done to educate citizens about the 
election process and so that they could ``participate more 
effectively in their selection of government officials.'' Id. 
at 152. Nonetheless, such activity, although educational, ``may 
result * * * in influencing voter opinion'' and thus 
constituted a prohibited participation or intervention in a 
political campaign. Id.
            (e) Nonpartisan Activities May Constitute Prohibited 
                    Political Campaign Participation
    The IRS takes the position that the nonpartisan motivation 
for an organization's activities is ``irrelevant when 
determining whether the political campaign prohibition'' has 
been violated. IRS CPE Manual at 415. As support for this 
position, the IRS cites Rev. Rul. 76-456 and New York Bar, both 
of which are discussed above. In those cases, the court or the 
IRS found that the activities in question were nonpartisan, but 
nevertheless held that they constituted participation in a 
political campaign. As noted by the IRS in its CPE Manual, the 
court in New York Bar ``made the rather wry observation [that] 
[a] candidate who receives a `not qualified' rating will derive 
little comfort from the fact that the rating may have been made 
in a nonpartisan manner.'' IRS CPE Manual at 416. Similarly, in 
G.C.M. 35902 (July 15, 1974), the IRS stated:

        The provision in the Code prohibiting participation or 
        intervention in ``any political campaign'' might 
        conceivably be interpreted to refer only to 
        participation or intervention with a partisan motive; 
        but the provision does not say this. It seems more 
        reasonable to construe it as referring to any 
        statements made in direct relation to a political 
        campaign which affect voter acceptance or rejection of 
        a candidate * * *
            (f) The IRS Has Found Violations of the Prohibition on 
                    Political Campaign Participation When an Activity 
                    Could Affect or Was Intended to Affect Voters' 
                    Preferences
    As discussed above, the courts and the IRS have found 
prohibited political campaign intervention when the activity in 
question, although educational, affected or could reasonably be 
expected to affect voter preferences, even where the 
organization's motives in undertaking the activity were 
nonpartisan. G.C.M. 35902 is to similar effect. In that case, 
the IRS held that a public broadcasting station's nonpartisan 
educational motivation was irrelevant in determining whether 
its provision of free air time to candidates for elective 
office was permissible under section 501(c)(3). The IRS found 
that the station's procedures for providing air time, including 
an equal time doctrine for all candidates and an on-air 
disclaimer of support for any particular candidate, were 
sufficient to ensure that the activity would not constitute an 
impermissible political campaign intervention. The fact that 
the station's motivation was to educate the public and not to 
influence an election, however, was deemed to be irrelevant.
    The cases and rulings cited above make it clear that simply 
having an educational or nonpartisan motive for engaging in 
prohibited political activity is not a defense to a finding of 
violation. The relevance and irrelevance of motive is sometimes 
misstated, however. While the absence of an improper political 
motivation is irrelevant, evidence showing the existence of a 
political motivation is relevant and one of the facts and 
circumstances that the IRS will consider in determining whether 
there is a violation. Indeed, the IRS has found the existence 
of evidence showing an intent to participate in a political 
campaign to be sufficient to support a finding of violation, 
despite the lack of evidence that the activity achieved the 
intended results.
    For example, in G.C.M. 39811 (Feb. 9, 1990), a religious 
organization encouraged its members to seek election to 
positions as precinct committee-persons in the Republican or 
Democratic Party structures. Although none of the 
organization's members actually ran for such positions, the IRS 
found that urging its members to become involved in the local 
party organizations was part of the organization's larger plans 
to ``someday control the political parties.''

        The first step in the Foundation's long-term strategy 
        was to encourage members to be elected as precinct 
        committeemen. These individuals could then exert 
        influence within the party apparatus, beginning with 
        the county central committee. Precinct committeemen 
        could sway the precinct caucuses, a step in the 
        selection of delegates to the party's presidential 
        nominating convention. * * * Intervention at this early 
        stage in the elective process in order to influence 
        political parties to nominate such candidates is, we 
        believe, sufficient to constitute intervention in a 
        political campaign.


Id. The IRS went on to say:

        In its discussion of the Tax Court opinion [in New York 
        Bar], the [Second Circuit] observed that the ratings of 
        candidates were ``published with the hope that they 
        will have an impact on the voter.'' The effort, and not 
        the effect, constituted intervention in a political 
        campaign. Therefore, whether anyone heeded the call to 
        run for precinct committee, whether that individual was 
        elected, and if so, what he or she subsequently did are 
        all immaterial.

Id.

    In G.C.M. 39811, the IRS did not contend that the 
organization's urging of members to run for office alone 
constituted the violation. Rather, the organization's ``long-
term strategy'' of seeking to influence the political parties' 
nomination of candidates by having its members elected to 
office, and its urging of members to run for office so as to 
carry out that strategy, were sufficient to support a finding 
of impermissible campaign participation, despitethe fact that 
the effort was not successful.
    Other cases and rulings have also looked to an 
organization's intent as an important element of a finding of 
prohibited participation or intervention. In 1972, a court held 
that an organization violated the participation or intervention 
prohibition when it ``used its publications and broadcasts to 
attack candidates and incumbents who were considered too 
liberal.'' Christian Echoes National Ministry, Inc. v. United 
States, 470 F.2d 849, 856 (10th Cir. 1972). The court did not 
discuss whether the activities actually influenced voters or 
were reasonably likely to do so. Rather, it concluded that the 
organization's ``attempts to elect or defeat certain political 
leaders reflected [the organization's] objective to change the 
composition of the federal government.'' Id.
    The IRS also found an organization's intent relevant in 
P.L.R. 9117001 (Sept. 5, 1990). As described in that ruling, an 
organization mailed out material indicating that it was 
intending to help educate conservatives on the importance of 
voting in the 1984 general election. According to facts stated 
in the ruling letter, the material contained language 
``intended'' to induce conservative voters to vote for 
President Reagan, even though his name was not included in the 
materials. The IRS thus concluded that ``the material was 
targeted to influence a segment of voters to vote for President 
Reagan.'' Id.
    Based on the above, the IRS position is that an 
organization can violate the political campaign prohibition by 
either: (a) conducting activities that could have the effect of 
influencing voter acceptance or rejection of a candidate or 
group of candidates (the ``effect'' standard), or (b) engaging 
in activities that are intended to influence voter acceptance 
or rejection of a candidate or group of candidates, whether 
they do so or not (the ``effort'' standard). Most of the 
uncertainty over the scope of the prohibition on political 
campaign intervention relates to the ``effect'' standard--the 
possibility that an organization may, without intending to do 
so, engage in an activity that could have the effect of 
influencing voter acceptance of a candidate and, as a result, 
place its tax exemption in jeopardy and/or risk incurring 
excise tax penalties under section 4955. The legislative 
history of section 4955 makes it clear that an inadvertent 
action may indeed violate section 501(c)(3), and suggests that 
the IRS may appropriately apply the excise tax penalty rather 
than revocation as a sanction in such situations. Nevertheless, 
some practitioners have expressed the view that, in 
interpreting whether ambiguous behavior is violative of the 
campaign intervention prohibition, primary reliance should be 
placed on whether there was a political purpose to the behavior 
at issue. See EO Comments at 856-57. In other words, ``to 
violate the 501(c)(3) prohibition, the organization's actions 
have to include an intentional 'tilt' for or against one or 
more people running for public office.'' Id. at 857. In this 
regard, it was noted that:

        In most cases, the presence of a political purpose will 
        be clear from the charity's paper trail, because 
        organizational activities in the political arena are 
        usually accompanied by assertive behavior, much 
        internal discussion, and explicit written 
        communications. * * *

Id.

    To date, the IRS has shown no intention to abandon its 
position that an organization may violate the prohibition 
against political campaign intervention based on the unintended 
or inadvertent effect of its actions, as well as by an engaging 
in activities with ``an intentional tilt'' in favor of a 
candidate or in support of a PAC. Indeed, its recent election 
year warning to section 501(c)(3) organizations not to ``become 
involved in any other activities that may be beneficial or 
detrimental to any candidate'' (discussed above) evidences an 
apparent intention to adhere to a broad interpretation of the 
prohibition. IRS News Release IR-96-23 (Apr. 24, 1996).

(ii) If a Substantial Part of an Organization's Activities is 
        Attempting to Influence Legislation, or its Primary Goal can 
        only be Accomplished through Legislation, it is an ``Action'' 
        Organization

    Section 501(c)(3) provides that an organization cannot be 
tax-exempt if a ``substantial part'' of its activities is 
``carrying on propaganda, or otherwise attempting, to influence 
legislation.'' Although there is virtually no legislative 
history on the prohibition, courts have declared that the 
limitations in section 501(c)(3) ``stem from the policy that 
the United States Treasury should be neutral in political 
affairs and that substantial activities directed to attempts to 
influence legislation should not be subsidized.'' Haswell v. 
United States, 500 F.2d 1133, 1140 (Ct. Cl. 1974), cert. 
denied, 419 U.S. 1107 (1975). (The court also noted that 
``[t]ax exemptions are matters of legislative grace and 
taxpayers have the burden of establishing their entitlement to 
exemptions.'' Id.)
    The Regulations provide that an organization is an 
``action'' organization if ``a substantial part of its 
activities is attempting to influence legislation by propaganda 
or otherwise.'' Treas. Reg. Sec. 1.501(c)(3)-1(c)(3)(ii). The 
Regulations also provide that an organization is an ``action'' 
organization if it has the following two characteristics:

          (a) Its main or primary objective or objectives (as 
        distinguished from its incidental or secondary 
        objective) may be attained only by legislation or a 
        defeat of proposed legislation; and
          (b) it advocates, or campaigns for, the attainment of 
        such main or primary objective or objectives as 
        distinguished from engaging in nonpartisan analysis, 
        study, or research and making the results thereof 
        available to the public.

Treas. Reg. Sec. 1.501(c)(3)-1(c)(3)(iv).

    To determine whether a substantial part of an 
organization's activities is attempting to influence 
legislation, two alternative tests exist. Each test contains 
its own definition of ``legislation'' and what constitutes an 
attempt to influence legislation. The two tests also contain 
different ways of determining substantiality. One test is 
referred to as the ``substantial-part test.'' The other test, 
referred to as the ``expenditure test,'' 102 was added to 
tax law in 1976 at sections 501(h) and 4911 as a result of 
uncertainty over the meaning of the word ``substantial.''
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    \102\ As stated in the legislative history with respect to I.R.C. 
Sec. 501(h): ``The language of the lobbying provision was first enacted 
in 1934. Since that time neither Treasury regulations nor court 
decisions gave enough detailed meaning to the statutory language to 
permit most charitable organizations to know approximately where the 
limits were between what was permitted by the statute and what was 
forbidden by it. This vagueness was, in large part, a function of the 
uncertainty in the meaning of the terms `substantial part' and 
`activities'. * * * Many believed that the standards as to the 
permissible level of activities under prior law was too vague and 
thereby tended to encourage subjective and selective enforcement.''
---------------------------------------------------------------------------
    The ``expenditure test'' sets forth specific, dollar levels 
of permissible lobbying expenditures. Section 501(h) did not 
amend section 501(c)(3), but rather provided charitable 
organizations an alternative to the vague ``substantial-part'' 
limitations of section 501(c)(3). A charitable organization may 
elect the ``expenditure test'' as a substitute for the 
substantial-part test. A public charity that does not elect the 
expenditure test remains subject to the substantial part test. 
Treas. Reg. Sec. 1.501(h)-1(a)(4). Joint Committee in its 
General Explanation of the Tax Reform Act of 1976, 1976-3 C.B. 
(Vol. 2) 419.
    The substantial-part test is applied without regard to the 
provisions of section 501(h). The law, regulations and rulings 
regarding the expenditure test may not be used to interpret the 
law, regulations and rulings of the substantial-part test. 
Section 501(h)(7) (``nothing [in section 501(h)] shall be 
construed to affect the interpretation of the phrase `no 
substantial part of the activities of which is carrying on 
propaganda, or otherwise attempting, to influence legislation,' 
under [section 501(c)(3)]'').
    Determining whether an organization violated the lobbying 
limitation requires an understanding of what constitutes: i. 
``legislation;'' ii. an attempt to ``influence'' legislation; 
and iii. a ``substantial'' part of an organization's 
activities. It is also necessary to understand the 
circumstances under which an organization's ``objectives can be 
achieved only through the passage of legislation.''
            (a) Definition of ``Legislation''
    The Regulations define ``legislation'' to include ``action 
by the Congress, by any State legislature, by any local council 
or similar governing body, or by the public in a referendum, 
initiative, constitutional amendment, or similar procedure.'' 
Treas. Reg. Sec. 501(c)(3)-1(c)(3)(ii). ``Action by the 
Congress'' includes the ``introduction, amendment, enactment, 
defeat, or repeal of Acts, bills, resolutions, or similar 
items.'' G.C.M. 39694 (Jan. 22, 1988). This definition does not 
include Executive Branch actions, or actions of independent 
agencies. P.L.R. 6205116290A (May 11, 1962). Requesting 
executive bodies to support or oppose legislation, however, is 
prohibited. The IRS does not recognize a distinction between 
``good'' legislation and ``bad'' legislation. For example, in 
Rev. Rul. 67-293, 1967-2 C.B. 185, the IRS ruled that an 
organization substantially engaged in promoting legislation to 
protect animals was not exempt even though the legislation 
would have benefited the community.
            (b) Definition of ``attempting to influence legislation''
    Under the Regulations, an organization will be regarded as 
``attempting to influence legislation'' if it:

          (a) contacts members of a legislative body for the 
        purpose of proposing, supporting, or opposing 
        legislation (Treas. Reg. Sec. 1.501(c)(3)-
        1(c)(3)(ii)(a)) (referred to as ``direct lobbying'');
          (b) urges the public to contact members of a 
        legislative body for the purpose of proposing, 
        supporting, or opposing legislation (id.) (referred to 
        as ``grassroots lobbying''); or
          (c) advocates the adoption or rejection of 
        legislation (Treas. Reg. Sec. 1.501(c)(3)-
        1(c)(3)(ii)(b)).

Section 4945(e) of the Internal Revenue Code provides 
additional guidance regarding the meaning of ``attempting to 
influence legislation.'' 103 According to that provision, 
a taxable expenditure includes any amount paid or incurred for:
---------------------------------------------------------------------------
    \103\ I.R.C. Sec. Sec. 4945(d) and (e) contain definitions of 
``attempting to influence legislation'' with respect to taxable 
expenditures by private foundations, not public charities. However, 
``[a]ctivities which constitute an attempt to influence legislation 
under Code Sec. 4945 * * * also constitute an attempt to influence 
legislation under Code Sec. 501(c)(3).'' G.C.M. 36127 (Jan. 2, 1975). 
Congress viewed section 4945(e) as a clarification of the phrase 
``attempting to influence legislation'' in tax-exempt law generally, 
not just with respect to private foundations. Id.

          (a) any attempt to influence any legislation through 
        an attempt to affect the opinion of the general public 
        or any segment thereof, and
          (b) any attempt to influence legislation through 
        communication with any member or employee of a 
        legislative body, or with any other government official 
        or employee who may participate in the formulation of 
        the legislation (except technical advice or assistance 
        provided to a government body or to a committee or 
        other subdivision thereof in response to a written 
        request by such body or subdivision . * * *) other than 
        through making available the results of nonpartisan 
        analysis, study, or research.

Treas. Reg. Sec. 53.4945-2(d)(4), which is applicable to non-
electing public charities,104 discusses ``nonpartisan 
analysis, study, or research'' as follows:
---------------------------------------------------------------------------
    \104\ See G.C.M. 36127 (Jan. 2, 1975) and Haswell v. United States, 
500 F.2d 1133 (Ct. Cl. 1974).

          Examinations and discussions of broad social, 
        economic, and similar problems are [not lobbying 
        communications] even if the problems are of the type 
        with which government would be expected to deal 
        ultimately * * * For example, [an organization may 
        discuss] problems such as environmental pollution or 
        population growth that are being considered by Congress 
        and various State legislatures, but only where the 
        discussions are not directly addressed to specific 
        legislation being considered, and only where the 
        discussions do not directly encourage recipients of the 
        communication to contact a legislator, an employee of a 
        legislative body, or a government official or employee 
        who may participate in the formulation of 
        legislation.105
---------------------------------------------------------------------------
    \105\ See also G.C.M. 36127 (Jan. 2, 1975).

    Even if specific legislation is not mentioned, however, an 
indirect campaign to ``mold public opinion'' may violate the 
legislative lobbying prohibition. In Christian Echoes National 
Ministry, Inc. v. United States, 470 F.2d 849 (10th Cir. 1972), 
the organization in question produced religious radio and 
television broadcasts, distributed publications, and engaged 
``in evangelistic campaigns and meetings for the promotion of 
the social and spiritual welfare of the community, state and 
nation.'' Id. at 852. The court found the publications 
attempted to influence legislation ``by appeals to the public 
to react to certain issues.'' Id. at 855.106
---------------------------------------------------------------------------
    \106\ For example, the publications urged its readers to: ``write 
their Congressmen in order to influence the political decisions in 
Washington;'' ``work in politics at the precinct level;'' ``maintain 
the McCarran-Walter Immigration law;'' ``reduce the federal payroll by 
discharging needless jobholders, stop waste of public funds and balance 
the budget;'' ``stop federal aid to education, socialized medicine and 
public housing;'' ``abolish the federal income tax;'' and ``withdraw 
from the United Nations.'' Christian Echoes National Ministry, 470 F.2d 
at 855. In light of these facts, the court upheld the IRS position that 
the organization failed to qualify as a 501(c)(3) organization.
---------------------------------------------------------------------------
    Under the expenditure test, ``grassroots lobbying'' is 
``any attempt to influence legislation through an attempt to 
affect the opinions of the general public or any segment 
thereof.'' Treas. Reg. Sec. 56.4911-2(b)(2)(i). Such a 
communication will be considered grassroots lobbying if it: (a) 
refers to specific legislation, (b) reflects a view on such 
legislation, (c) [e]ncourages the recipient to take action with 
respect to such legislation.

Treas Reg. Sec. 56.4911-2(b)(2)(ii).107
---------------------------------------------------------------------------

    \107\ The IRS has also concluded that an organization formed to 
``facilitate'' the inauguration of a state's governor-elect and the 
``orderly transition of power from one political party to another by 
legislative and personnel studies'' violated the prohibition on 
attempting to influence legislation. G.C.M. 35473 (Sept. 10, 1973). The 
IRS ``saw no logical way to avoid concluding that [the organization's] 
active advocacy of a proposed legislative program requires it to be 
[classified as an action organization. * * *]'' See also Rev. Rul. 74-
117, 1974-1 C.B. 128.
---------------------------------------------------------------------------
            (c) Definition of ``Substantial''
    A bright-line test for determining when a ``substantial'' 
part of an organization's activities are devoted to influencing 
legislation does not exist. Neither the regulations nor case 
law provide useful guidance as to whether the determination 
must be based on activity or expenditures or both. In 
Seasongood v. Commissioner, 227 F.2d 907 (6th Cir. 1955), the 
courtheld that attempts to influence legislation that 
constituted less than five percent of total activities were not 
substantial. The percentage test of Seasongood was, however, explicitly 
rejected in Christian Echoes National Ministry, Inc.

          The political [i.e. legislative] activities of an 
        organization must be balanced in the context of the 
        objects and circumstances of the organization to 
        determine whether a substantial part of its activities 
        was to influence legislation. (citations omitted.) A 
        percentage test to determine whether the activities 
        were substantial obscures the complexity of balancing 
        the organization's activities in relation to its 
        objects and circumstances.


Id. at 855. Yet in Haswell v. United States, 500 F.2d 1133, 
1145 (Ct. Cl. 1974), the court determined that while a 
percentage test is not the only measure of substantiality, it 
was a strong indication that the organization's purposes were 
no longer consistent with charity. In that case, the court 
concluded that approximately 20 percent of the organization's 
total expenditures were attributable to attempts to influence 
legislation, and they were found to be substantial. Id. at 
1146.
    The IRS has characterized the ambiguity over the meaning of 
``substantial'' as a ``problem [that] does not lend itself to 
ready numerical boundaries.'' G.C.M. 36148 (January 28, 1975). 
In attempting to give some guidance on the subject, however, 
the IRS said:

        [t]he percentage of the budget dedicated to a given 
        activity is only one type of evidence of 
        substantiality. Others are the amount of volunteer time 
        devoted to the activity, the amount of publicity the 
        organization assigns to the activity, and the 
        continuous or intermittent nature of the organization's 
        attention to it.
            (d) Circumstances under which an organization's 
                    ``objectives can be achieved only through the 
                    passage of legislation''
    The Regulations require that when determining whether an 
organization's objectives can be achieved only through the 
passage of legislation that ``all the surrounding facts and 
circumstances, including the articles and all activities of the 
organization, are to be considered.'' Treas. Reg. 
Sec. 1.501(c)(3)-1(c)(3)(iv). There is little additional IRS or 
court guidance on the subject. In one of the few comments on 
this section of the Regulations, the IRS said in G.C.M. 33617 
(Sep. 12, 1967) that an organization that was ``an active 
advocate of a political doctrine'' was an action organization 
because its objectives could only be attained by legislation. 
In its publications, the organization stated that its 
objectives included:

        the mobilization of public opinion; resisting every 
        attempt by law or the administration of law which 
        widens the breach in the wall of [redacted by IRS] 
        working for repeal of any existing state law which 
        sanctions the granting of public aid to [redacted by 
        IRS]; and uniting all `patriotic' citizens in a 
        concerted effort to prevent the passage of any federal 
        law [redacted by IRS]. * * *''
        By advocating its position to others, thereby 
        attempting to secure general acceptance of its beliefs; 
        by engaging in general legislative activities to 
        implement its views; by urging the enactment or defeat 
        of proposed legislation which was inimical to its 
        principles: the organization ceased to function 
        exclusively in the educator's role of informant in that 
        its advocacy was not merely to increase the knowledge 
        of the organization's audience, but was to secure 
        acceptance of, and action on, the organization's views 
        concerning legislative proposals, thereby encroaching 
        upon the proscribed legislative area.

    In Rev. Rul. 62-71, 1962-1 C.B. 85, an organization was 
formed ``for the purpose of supporting an educational program 
for the stimulation of interest in the study of the science of 
economics or political economy, particularly with reference to 
a specified doctrine or theory.'' It conducted research, made 
surveys on economic conditions available, moderated discussion 
groups and published books and pamphlets. The research 
activities were principally concerned with determining the 
effect various real estate taxation methods would have on land 
values with reference to the ``single tax theory of taxation.'' 
``It [was] the announced policy of the organization to promote 
its philosophy by educational methods as well as by the 
encouragement of political action.'' Id. The tax theory 
advocated in the publications, although educational within the 
meaning of section 501(c)(3), could be put into effect only by 
legislative action. Without further elaboration of the facts 
involved or how the theory could only be put into effect 
through legislative action, the IRS ruled the organization was 
an action organization, and thus not operated exclusively for 
an exempt purpose.
    In G.C.M. 37247 (Sept. 8, 1977), the IRS discussed whether 
a organization whose guiding doctrine was to propagate a 
``nontheistic, ethical doctrine'' of volunteerism could be 
considered a 501(c)(3) organization. The ``ultimate goal'' of 
the guiding doctrine was ``freedom from governmental and 
societal control.'' According to the IRS:

        [t]his objective can obviously only be attained legally 
        through legislation, including constitutional 
        amendments, or illegally through revolution. If [the 
        organization] should advocate illegal activities, then 
        it is not charitable; if it advocates legal attainment 
        of its doctrine's goal through legislation, then it is 
        an action organization.

The IRS did not conclude that organization was an action 
organization, only that there was such a possibility and 
further investigation was warranted. Research has not uncovered 
further information about this case.

 d. To Satisfy the Operational Test, an Organization Must Not Violate 
                 the ``Private Inurement'' Prohibition

    To qualify for tax-exempt status, section 501(c)(3) 
provides that an organization must be organized and operated so 
that ``no part of [its] net earnings * * * inures to the 
benefit of any private shareholder or individual.'' The 
Regulations add little clarification to this provision other 
than saying that ``[a]n organization is not operated 
exclusively for one or more exempt purposes if its net earnings 
inure in whole or in part to the benefit of private 
shareholders or individuals.'' Treas. Reg. Sec. 1.501(c)(3)-
1(c)(2).
    Although the private benefit and private inurement 
prohibitions share common and often overlapping elements, the 
two are distinct requirements which must be independently 
satisfied. American Campaign Academy, 92 T.C. at 1068. The 
private inurement prohibition may be ``subsumed'' within the 
private benefit analysis, but the reverse is not true. ``[W]hen 
the Court concludes that no prohibited inurement of earnings 
exists, it cannot stop there but must inquire further and 
determine whether a prohibited private benefit is conferred.'' 
Id. at 1069. It should be noted that the private inurement 
prohibition pertains to net earnings of an organization, while 
the private benefit prohibition can apply to benefits other 
than those that have monetary value. Furthermore, unlike with 
the private benefit prohibition, the prohibition on private 
inurement is absolute. ``There is no de minimis exception to 
the inurement prohibition.'' G.C.M. 39862 (Nov. 22, 1991).
    The IRS has described ``private shareholders or 
individuals'' as ``persons who, because of their particular 
relationship with an organization, have an opportunity to 
control or influence its activities.'' Id. ``[I]t is generally 
accepted that persons other than employees or directors may be 
in a position to exercise the control over an organization to 
make that person an insider for inurement purposes.'' Hill, F. 
and Kirschten, B., Federal and State Taxation of Exempt 
Organizations 2-85 (1994). ``The inurement prohibition serves 
to prevent anyone in a position to do so from siphoning off any 
of a charity's income or assets for personal use.'' G.C.M. 
39862 (Nov. 22, 1991). Furthermore, the IRS has stated that:

          [I]nurement is likely to arise where the financial 
        benefit represents a transfer of the organization's 
        financial resources to an individual solely by virtue 
        of the individual's relationship with the organization, 
        and without regard to accomplishing exempt purposes.

G.C.M. 38459 (July 31, 1980). Also IRS Exempt Organizations 
Handbook (IRM 7751) Sec. 381.1(4) (``The prohibition of 
inurement in its simplest terms, means that a private 
shareholder or individual cannot pocket the organization's 
funds except as reasonable payment for goods or services''); 
and Hopkins, supra, at 267 (Proscribed private inurement 
``involves a transaction or series of transactions, such as 
unreasonable compensation, unreasonable rental charges, 
unreasonable borrowing arrangements, or deferred or retained 
interests in the organization's assets'').




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