CINCINNATI ELECTIONS COMMISSION

WENDELL YOUNG
735 Clinton Springs Ave.
Cincinnati, OH 45229

KELLI PRATHER
1034 Sunset Ave.
Cincinnati, OH 45205

And

DONALD J. MOONEY, JR.

3406 Manor Hill Dr.
Cincinnati, OH 45220
COMPLAINANTS

VS.

CRANLEY FOR CINCINNATI

AND HELEN H. BLACK, TREASURER
225 W. COURT ST.
CINCINNATI, OH 45202
RESPONDENTS

VERIFIED COMPLAINT ALLEGING VIOLATIONS OF CINCINNATI CITY

CHARTER ARTICLE XIII, SECTION 1 (B) AND (C) WITH SUPPORTING EXHIBITS
AND LEGAL MEMORANDUM

Donald Mooney, Jr, being first duly cautioned and sworn, hereby presents the
following affidavit in support of the election law violation claim of the Complainants, based upon
my personal knowledge, including the contents of documents obtained from the Hamilton
County Board of Elections:
1. This complaint alleges the campaign committee of Cincinnati Mayor John

Cranley has violated the Cincinnati Charter by soliciting and accepting contributions in excess
of the $1100/person campaign contribution limit from approximately 75 individuals who

donated from their own personal accounts and from the accounts of limited liability companies

(LLCs) which they own. The total of these unlawful contributions exceeds $260,000.

2. I am a resident of Cincinnati, and registered to vote in the City of Cincinnati. I am

also a member in good standing of the Ohio Bar, and act as counsel for all complainants.

3. Complainants Wendell Young and Kelli Prather are residents of Cincinnati

and are registered to vote in Cincinnati. Mr. Young is a member of Cincinnati City Council and

a candidate for re-election in November 2017. Ms. Prather is a candidate for Cincinnati City
Council.

4. Respondent Cranley for Cincinnati is the campaign committee of John

Cranley, the incumbent Mayor of Cincinnati and a candidate for re-election in November, 2017.

5. Respondent Helen H. Black is the Treasurer of Cranley for Cincinnati.

6. Cincinnati conducted a non-partisan primary for the office of Mayor in May,

2017. John Cranley finished second in the May primary, and therefore will be a candidate on

the November 2017 ballot.

7. Cranley for Cincinnati (hereinafter Cranley) has raised campaign funds for the

2017 Mayoral election since 2015. Since his election in 2013, Cranley has filed annual, semi-

annual, pre-primary, and post-primary campaign finance reports with this Commission and the

Hamilton County Board of Elections on forms prescribed by Ohio law and the City Charter.

8. The original Cranley campaign finance reports filed since 2015 listed more than

270 contributions from LLCs, but failed to identify the owners of those LLCs, contrary to the

requirements of Ohio Revised Code Section (R.C.) 3317.10(I). On June 8, 2016, I transmitted to

the Ohio Elections Commission a complaint alleging Cranleys failure to file complete campaign

finance reports.

9. Subsequently, Cranley filed a post-primary report with the Hamilton County

Board of Elections identifying the owners of some LLC that had donated since his Pre-Primary
Report. On June 14, 2017, Cranley filed amended campaign finance reports which disclosed for

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the first time the owners of LLC contributors reported in Cranleys 2015, 2016 and pre-primary

reports.

10. I personally reviewed the amended Cranley financial report, and compiled the

donations of certain individuals from both their personal checking or credit card accounts and

their LLC accounts. I prepared a spreadsheet, attached hereto as Ex. A, which shows that

approximately 75 individuals contributed more than $1100 to Cranley from both their personal

and/or their LLC accounts. By my calculation, as shown on Ex. A, Cranley knowingly accepted

donations above the $1,100/ person limit from these LLC owners totaling in excess of $260,000.
Of that amount $30,500 relates to the General Election, and the remainder related to funds

raised for the May, 2017 primary.

___________________________
Donald J. Mooney, Jr., Esq.
Ohio Bar Number: 0014202
3406 Manor Hill Dr.
Cincinnati, OH 45220
513-403-3160 (phone)
djmooney@mac.com

Sworn to and subscribed before me this ____ day of ______, 2017 by Donald J.

Mooney, Jr:

Notary Public

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 LEGAL MEMORANDUM

Article XII, Section 1 (b) of the Cincinnati City Charter limits campaign contributions to
Mayoral candidates:

In the period from an election of a mayor through the next primary for the selection of
candidates for mayor, a person may contribute not more than $1,100 to any one
candidate for mayor . . .

The issue presented by this complaint is whether the owner of an LLC can exceed the
$1,100 limit by combining funds from his personal account and from as many LLC accounts as
he owns. As shown below, under Ohio law LLC contributions come from their owners. LLC
owners are not entitled to a make a separate $1,100 contribution to a candidate for Mayor from
their own account and also for each LLC that they own.

I. UNDER OHIO LAW A POLITICAL CONTRIBUTION FROM AN LLC ACCOUNT IS A

DONATION FROM THE LLC OWNER.

LLCs are a form of unincorporated business organization allowed by R.C. 1705.01. By

creating an LLC, an owner can limit personal liability and reduce tax liability. While Ohio law
allows an LLCs funds to be used for political contributions, such contributions come from and
must be allocated to the LLCs owner(s) when calculating campaign contribution limits. R.C.
3517.10(I) provides in part:

(5) No partnership or other unincorporated business shall make a contribution or

contributions solely in the name of the partnership or other unincorporated business.
(6) As used in division (I) of this section, partnership or other unincorporated business
includes, but is not limited to . . . a limited liability company.

While an owner of an LCC may contribute to a candidate from an LCC account, RC

3517.10(I) sets forth the obligation of the donor and the campaign committee to report the
individual(s) who are responsible for the contribution, which must be allocated to the individual
owner or owners for purposes of calculating any contribution limit:

In the case of a contribution made by a partner of a partnership or an owner or a

member of another unincorporated business from any funds of the partnership
or other unincorporated business, all of the following apply:

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 (1) The recipient of the contribution shall report the contribution by listing both
the partnership or other unincorporated business and the name of the
partner, owner, or member making the contribution.

(2) . . . .

(a) The name of each partner, owner, or member as of the date of the contribution
or contributions, and a statement that the total contributions are to be allocated equally
among all of the partners, owners, or members; or

(b) The name of each partner, owner, or member as of the date of the contribution
or contributions who is participating in the contribution or contributions, and a
statement that the contribution or contributions are to be allocated to those individuals
in accordance with the information provided by the partnership or other unincorporated
business to the recipient of the contribution.

(3) For purposes of section 3517.102 of the Revised Code, the

contribution shall be considered to have been made by the partner, owner,
or member reported under division (I)(1) of this section.

R.C. 3517.102 is the Ohio statute that sets limits on campaign contributions to candidates
for state office. City Charter, Article XIII, Section 1 sets comparable limits for contributions for
candidates for council or mayor. Ohio law treats a contribution from an LLC as a contribution
from its owner for purposes of calculating campaign contribution limits. Likewise, this
Commission must treat a contribution from an LLC account as a contribution from its owner(s)
for purposes of determining whether contributions exceed the $1100/person limit set by the
Charter.
R.C. 3517.10(I)1, requires a campaign that accepts contributions from an LLC account to
allocate those contributions to the individual owner making the contribution. This is reflected
in the Ohio Secretary of States Campaign Finance Handbook (p. 2-12), which provides:

A partnership or other unincorporated business may use its checking account to transmit a
contribution to a candidate. The contribution must be accompanied by detailed information
about each partner, owner or member and their allocated portion of the contribution. The
recipient of such contribution must itemize each allocated portion according to the
information provided. No contribution from a partnership or other unincorporated

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The Cranley campaigns original reports filed with this Commission violated RC 3317.10(I) by reporting only the names of more than 280
LLC contributors, without identifying the owner, member or partner of the LLCs making those contributions. Further, Cranley violated RC
3317.10(I)(4) by accepting such contributions without reporting the information required by RC 3317.10(I)(1) and (2), including the name of
each partner, owner, or member as of the date of the contributions, or the names of owners who are participating in the contribution.

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 business may be accepted, deposited or used unless the recipient has the allocation
information necessary to itemize the contribution by the partner, owner or member.
Cranleys recently filed post-primary and amended reports show a clear violation of The
Charters $1100 / person contribution limit now that the disclosures of LLC owners required by
RC 3317.10(I) have been made. Examples taken from Exhibit A, which can be verified from a
review of the Cranley campaign finance reports filed from 2015-17, include:

Local developer Rob Smyjunas has made contributions to Cranley from a

personal checking account of $1,100 and contributions from the accounts of LLCs that
he owns totaling $5,200. His contributions exceed the $1,100/person limit by $5,200.
Medpace executive August Troendle contributed $1,100 in his own name, and an
additional $8,800 from eight LLCs that he owns. His contributions exceed the $1,100
limit by $8,800.
Louis Beck contributed $12,100 through LLCs that he owns before the May
primary, and another $13,200 from his LLCs days after the May primary. His excess
contributions total $23,100.
Miami, Florida lobbyist Alex Heckler donated $1100 from a personal account,
and another $4400 from LLC that he owns. His excess contributions total $4400.00.

These excess donations, like the others listed on Exhibit A, violate Charter Article XIII,
Section 1, and must be refunded by the Cranley campaign.

II. THE COMMISSIONS 2005 ADVISORY OPINION IS CONTRARY TO CURRENT

OHIO LAW AND THE CITY CHARTER

In 2005, this Commission provided an Advisory Opinion in response to a request from

then Councilman Cranleys campaign manager. The opinion states that the City Charter allows
each LLC to make a $1,000 contribution to a candidate for council or mayor and also allows
individuals who own the LLCs to make a $1,000 contribution to that same candidate. The
Charter allows no such thing. The 2005 advisory opinion is not consistent with the plain
language and intent of the Charter, and is contrary to current Ohio law, as explained above.
First, the clear intent of voters in adopting Article XIII was to add limits to campaign
contributions that do not previously exist. Ohio law limits amounts of contributions to
candidates for state office. But there is no state contribution limit for city candidates.

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 Article XVIII, Section 1 limited each persons donation to $1,100. But the Charter
amendment did not (and could not) pre-empt existing Ohio law with respect to how Ohio
candidates report and account for contributions, including contributions from LLCs. Ohio law
considers a donation made from an LCC account to be from the person who owns the LLC. As
stated in R.C. 3517.10(I), the contribution shall be considered to have been made by the partner,
owner, or member of the LLC listed as making the donation. No provision of the Charter
provides, as the Advisory Opinion finds, that LLCs are independent persons which can make
donations above and beyond the limit applicable to their owners. Such an interpretation would
create a gaping hole in the contribution limit voters intended when adopting Article XVIII. Did
voters intend that a contributor like Louis Beck, who owns a dozen LLCs, could give a candidate
twelve times the amount that a Cincinnatian without any LLCs can give? Such an interpretation
flatly contradicts R.C. 3517.10 which provides that No partnership or unincorporated business
shall make a contribution or contributions solely in the name of the partnership or other
unincorporated business. The authors of the 2005 Advisory Opinion never addressed, and
seemed to be unaware of R.C. 3517.10(I).
In addition, the state law was amended after 2005. The statutue make clear that 1) LLCs
may donatebut the LLC owners making the donation must be identified, and the donation is
allocated to the owner; and 2) contribution limits apply to individuals, not LLCs, and must be
cumulated. R.C. 3517.10(I). The Commission has never reviewed its advisory opinion since
2005, despite the evolution of state law.
Second, the Advisory Opinion improperly relies on a portion of Charter Article XVIII,
Section 7 (a)(6), which provides that person as used in this Article means the same as the
definition of person in Section 3517.01(B)(17)(a). That section of the Revised Code no longer
contains a definition of person. A definition of person does appear at R.C. 3517.01(C)(17)(a),
which covers Independent Expenditures. A person making such independent expenditure
(which must be reported under the Charter and state law) includes an individual, partnership,
unincorporated business organization or association, political action committee, political
contributing entity, separate segregated fund, association . . . That definition can and should
be applied to the parallel Charter provisions governing independent expenditures by persons

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at Article XVIII, Section 2(b). But it cannot create a right for an LLC to make a contribution in
its own name, independent of its owner(s) in violation of R.C. 3517.10(I). While an LLC may be
a person under state law, the LLC and the donor are alter-egos for purposes of donating to a
candidate for mayor or council.
Third, by allowing contributors to donate both in their individual names and in the
names of LLCs they own, the Advisory Opinion encourages LLC donors to violate R.C.
3517.13(G)(2), which provides that:

(a) No person shall make a contribution to a campaign committee, political

action committee, political contributing entity, legislative campaign fund,
political party, or person making disbursements to pay the direct costs of
producing or airing electioneering communications in the name of another
person.

(b) A person does not make a contribution in the name of another when either of the
following applies:

(i) An individual makes a contribution from a partnership or other

unincorporated business account, if the contribution is reported by listing
both the name of the partnership or other unincorporated business and the
name of the partner or owner making the contribution as required under
division (I) of section 3517.10 of the Revised Code.

In other words, Ohio law provides that a contribution from an LLC account comes from
the individual who owns it, whos name must be disclosed as the person making the
contribution. The 2005 Advisory Opinion unlawfully makes an LLC a separate and
independent person able to make a donation in its own name. Such LLC donations would be
a violation by the owner(s) of R.C. 3517.13(G)(2) as a contribution in the name of another.

III. REMEDY REQUESTED

The Cranley campaign has reported contributions in excess of $1,100 per person from LLC
owners that total more than $260,000. (Ex. A). Presumably additional excessive contributions
from LLC owners will be reported in Cranleys semi-annual report due on July 30, 2017.
Remedies available to the Commission include a civil fine equal to three times the excess
contribution, or up to $780,000. See Charter Article XVIII, Section 2 (2)(d)(1). Fines could also

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be imposed on those approximately 70 LLC owners who made the excessive donations to
Cranley.
The Charter also provides that the Commission may provide advisory opinions and that
A person who reasonably relies on a commission advisory opinion is not liable for a violation of
this Article. The burden is on the Cranley campaign to show reasonable reliance. It is
inherently unreasonable to rely on a twelve-year-old opinion in light of changes in Ohio
campaign finance laws over the years and the opinions failure to even consider R.C. 3517.10(I).
The failure of Cranleys campaign finance reports to properly report the owners of its LLC
donations in violation of R.C. 3317.10(I) also raises doubts about its good faith.
In lieu of the penalty allowed by the Charter, the following remedy is requested to cure
Cranleys violation of Article XVIII, Section 1:

The Commission should expressly rescind the 2005 Advisory Opinion and replace it
with an Opinion that follows Ohio law, requiring candidates to 1) disclose the
owner(s) of any LLC donors, and 2) combine the personal and LLC donations of LLC
owners for purposes of calculating the $1,100/person contribution limit.
The Commission should require Cranley promptly to refund to any LLC owners their
combined contributions in excess of $1,100 from their personal and/or LLC
accounts. This includes but is not necessarily limited to the excess contributions
listed on Ex. A.
The Commission should direct Cranley and any other candidates for Mayor or City
Council to cease soliciting donations from LLC owners in excess of $1,100, whether
from a personal account or an LLC account.

______________________
Donald J. Mooney, Jr., Esq.
Bar No. 0014202
3406 Manor Hill Dr.
Cincinnati, OH 45220
Phone: 513-403-3160
Email: djmooney@mac.com