Michael Bane On Wayne’s Departure

I had been waiting for Michael Bane’s weekly MBTV On the Radio podcast on Wayne LaPierre’s departure from the NRA. I was not disappointed.

As he has related in the past and did so again today, he openly acknowledges that he has crossed swords with Wayne over outreach and public relations. That said, Michael said we have needed the NRA in the past and will continue to need them. He also emphasized that we are the NRA and the NRA is not Wayne and not his pack of enablers on the board.

Listen to the first 25 minutes of the podcast here. I agree with him that if Wayne had left in 2019 Wayne might have rode off into the sunset with both his reputation and wealth intact.

If you are not a regular listener, you should be.

The State’s Opening Arguments In NRA Trial (Updated)

I am not in New York City for the NRA trial. Given the law in New York forbids any audio-visual broadcast of trials, I will have to rely on reports from the mainstream media and other observers such as Jim Shepherd of the Outdoor Wires.

Monica Connell, Assistant Attorney General of New York, is the lead attorney for the NY Charities Bureau in this case. Her opening statement was made today in court which reportedly lasted for more than an hour.

From the Gothamist which is a news feed from WNYC – New York Public Radio on the opening statement:

Assistant Attorney General Monica Connell said in the state’s opening arguments that executives at the NRA violated both state laws and internal policies by spending excessive amounts of money and then covering up their expenditures. She said the organization’s leaders also “breached the trust” of the donors who “took money out of their pocket” to advance the NRA’s cause.

“They should be able to trust that their hard-earned money they donated will not be used for luxury travel,” Connell said.

Connell’s opening statement detailed some of the steep price tags the NRA’s executives charged to the organization in recent years, including millions of dollars on private flights. She also told jurors about the safeguards that are supposed to prevent nonprofits in New York from mismanaging funds. The assistant attorney general argued the NRA’s leaders worked to undermine those safeguards by lying, retaliating against whistleblowers and hiring high-ranking employees who would be more loyal to corrupt executives than to the mission of the organization.

They also reported that Wayne LaPierre watched on from the gallery which was filled with attorneys, observers, and reporters.

Photo of Wayne arriving at the courthouse – by Brendan McDermid/Reuters

The Guardian has more of Connell’s opening statement to the jury.

“The NRA allowed Wayne LaPierre and his group of insiders … to operate the NRA as ‘Wayne’s World’ for decades,” Connell told a six-member jury that was sworn in earlier in the day, referencing the 1992 comedy movie starring Mike Myers and Dana Carvey.

“Wayne LaPierre and his friends effectively suppressed the voice of anyone who challenged his leadership.

“This case is about corruption in a charity. It’s about breaches of trust, it’s about power. People take their hard-earned money and donate it to charities they believe in. It doesn’t matter what the cause is. They should be able to trust that the hard-earned money they donate is going to advance the mission of that charity.”

Earlier today, the jury was seated. It consists of six jurors and six alternates. All 12 will be in the courtroom for the trial but only six will actually deliberate the charges. Moreover, under NY civil law and practice, a verdict can be delivered if five out of six agree on the verdict. It need not be unanimous.

UPDATE: Jim Shepherd of the Outdoor Wires was in the courtroom yesterday. He gives his impression of the start of the trial here.

From the firing of Lt. Col. Oliver North as NRA President at the now-infamous 2019 Annual Meetings in Indianapolis, to the harassment and retaliation charges of former NRA Board Members Esther Schneider and Phillip Journey, LaPierre was characterized as a man who broached no threats to his authority.

He was also characterized as a man who used the system to his advantage.

With a rudimentary knowledge of accounting and how the NRA’s internal structure operates, specifically in regards to the distinct lines between the National Rifle Association and the NRA-ILA (Institute for Legislative Action), I was confused by the details and accounting practices outlined by the prosecution. One can only imagine the confusion it caused jurors.

But the case appeared effective in one respect: despite occasionally digging deeply into details, it always wound its way back to a pair of key names: Wayne LaPierre and Woody Phillips. Throughout their joint tenure, the NRA coffers were allegedly used as “private piggy banks” for the duo, their chosen subordinates and enabling Board Members.

Dueling Letters On LaPierre Resignation

The resignation of Wayne LaPierre on the eve of the trial in New York has generated letters to Judge Joel Cohen from both sides. In addition, the pre-trial memorandum containing the NRA’s trial brief seems to throw Wayne under the bus after three plus years of defending him.

First, the letter from Assistant Attorney General Monica Connell asserts that Wayne’s resignation has no impact on the viability of the complaint against the NRA and Wayne. She goes on to argue that the NRA should not be allowed to use Wayne’s resignation as evidence that the NRA is cleaning up its act. As to whether his resignation has any relevance, she asserts it should only come up at the remedial part of the case after the jury has decided.

In response, Noah Peters of Brewer, Attorneys and Counselors, asserts, “As the NRA stated in its trial brief, Mr. LaPierre’s resignation undermines the NYAG’s request for forward-looking injunctive relief.” He goes on to imply that the NYAG must now show that the transgressions of the LaPierre era will continue with him gone which is unlikely.

Connell states, in fairness, that the NRA must give answers to some questions regarding Wayne’s resignation before the trial begins. The NRA through Peters does answer those questions. I have put the questions and answers in a point-counterpoint format below with the question in bold and the answer in italics.

What arrangements or agreements Mr. LaPierre has with the NRA or its affiliates regarding his resignation, severance, licensing, consulting or payments directly or indirectly to LaPierre and amounts of such payments;

Mr. LaPierre has no arrangements or agreements with the NRA or its affiliates regarding his resignation, severance, licensing, or consulting;

Any other position Mr. LaPierre holds or will hold within the NRA;

Mr. LaPierre holds no other position with the NRA, nor will he hold a position after his final day;

The NRA’s succession plan following Mr. LaPierre’s resignation;

The NRA’s Head of General Operations Andrew Arulanandam will become the interim CEO & EVP of the NRA until the NRA hires permanent successor;

Confirmation as to whether Mr. LaPierre’s January 2021 employment agreement is still in effect, is being honored by the NRA and whether and what payments Mr. LaPierre will receive thereunder;

After January 31, 2024, payments under the 2021 Employment Agreement will cease. There are no superseding employment or post-employment agreements with Mr. LaPierre;

Any employment, independent contracting, consulting or other work Mr. LaPierre will undertake following his resignation for the NRA or any affiliate, vendor or contractor of the NRA;

Mr. LaPierre will not undertake any other employment, independent contracting, consulting or other work for the NRA or any affiliate, vendor or contractor;

To the extent Mr. LaPierre intends to testify at trial that his resignation was due to a health problem, the nature of the health problem.

The NRA is informed that Mr. LaPierre has chronic lyme disease. The NYAG’s suggestion that Mr. LaPierre’s health condition is not the cause of his departure is false.

I would note that the NYAG never suggested Wayne’s health condition was not the cause of his departure. They merely questioned the timing of his resignation on the eve of the trial. As to chronic lyme disease, the National Institute of Allergy and Infectious Diseases has this on it. They note that many health experts do not like to even use the term. Another NIH article states, ““Chronic Lyme disease,” however, has no clinical definition and is not characterized by any objective clinical findings.”

According to Wayne’s 2021 Employment Agreement that was introduced into evidence back in December 2021, Sec. 4 (e) seems to preclude Wayne from contracting with current NRA vendors or contractors for his services.

Sec. 5 of the 2021 Employment Agreement gives the NRA the option of licensing Wayne’s name, likeness, and signature for up to two years after departure for fundraising, PR, or membership purposes at the rate of $500,000 per year. This option is the NRA’s alone and does not compel them to exercise the option. This section also says they will pay Wayne for in-person public appearances at the rate of $750 per hour.

There has been much speculation about a $17 million “golden parachute” for Wayne. From what I can tell, this came up during a deposition in the bankruptcy trial regarding his 2018 Employment Agreement. Sec. 8 (c) of the 2021 Employment Agreement says it supersedes any prior agreements or contracts. Thus, it would seem to me that there is no $17 million “golden parachute”. Any post-employment monies due Wayne probably would be coming from a 457(f) non-qualified deferred compensation plan which was funded by salary deferrals by Wayne himself and for which he is now eligible to collect.

Anti-Gunners Don’t Understand

If you read the comments from the anti-gun forces yesterday on the resignation of Wayne LaPierre, you would have thought it was all their doing. Moreover, they think this portends a shift in attitudes towards gun control such that gun owners will now joyfully join with the prohibitionists to urge passage of nonsensical gun control laws.

The tweet below and the response is the reality.

I’ve long said to the Complementary Spouse that the gun prohibitionists are not going to like what they get if they destroy the NRA. The successor organizations such as GOA, SAF, and FPC will be much less likely to want to compromise on the Second Amendment. Now is the time for the NRA to get its act together, reform the Board, and become the meaningful organization in terms of both training and 2A advocacy that it can be.

From The NRA On X

Click on “show more” to get the full release posted on X or what used to be called Twitter by the NRA on Wayne’s resignation and the elevation of PR flack Andrew Arulanandam to interim CEO.

Wayne LaPierre Resigns!

Just minutes ago it was announced that Wayne LaPierre would resign as Executive VP and CEO of the National Rifle Association effective January 31st. According to a report in the Wall Street Journal, health is the cited reason for his resignation.

Fox News has this from the released statement:

“With pride in all that we have accomplished, I am announcing my resignation from the NRA,” LaPierre said in the NRA’s press release, which was exclusively obtained by Fox News Digital. “I’ve been a card-carrying member of this organization for most of my adult life, and I will never stop supporting the NRA and its fight to defend Second Amendment freedom. My passion for our cause burns as deeply as ever.”

The report goes on to say that Andrew Arulanandam will serve as interim CEO and EVP of the NRA. As was told to me a month ago, Arulandandam was considered an “acolyte” of Bill Brewer which does not bode well for the NRA.

LaPierre had this to say about Arulanandam as his successor according to Fox:

What makes the NRA unlike any other advocacy organization is the depth and experience of its professional team, the unwavering support of its members, and its fighting spirit. I have enormous confidence in our board of directors, executive leadership team, and my long-time colleague Andrew Arulanandam. Andrew knows every facet of this organization and has stood shoulder-to-shoulder with me in every arena imaginable. Andrew knows how to help the NRA win – he’s been one of the key authors of our playbook for decades,”

There had been some speculation about the called Board of Directors meeting being held in Dallas today. One was whether they were going to declare bankruptcy again. While that is still in the cards given their financial issues, it is obvious that having Wayne resign on the eve of the trial “for health reasons” is part of the legal strategy going forward. I have heard that many on the Board were surprised by Wayne’s resignation. However, I am told that when Wayne took the microphone last night at the Chairman’s cocktail party, it was pretty much a goodbye speech.

A former director speculated to me that they thought this was a move to get a settlement with a wrist slap and the Board “will continue stupid”. Unfortunately, he may be correct.

As this is a developing story, I am sure I will have more later.

Thoughts On NRA General Operations Changes

In the last couple of days I’ve talked to a number of people about the replacement (firing?) of Joe DeBergalis with Andrew Arulanandam as Executive Director of General Operations at the NRA. The people have included both current and former directors, former NRA staff, and outside observers. The one theme that constantly was brought up is the bylaw provision (Article V, Sec. 2 (f)) that the Executive Director of General Operations serves as the interim Executive VP/CEO if the Office of Executive VP is vacant. He or she would then serve until the next meeting of the Board of Directors.

One theory was that Wayne LaPierre wanted an absolute loyalist heading General Operations in order to approve his legal bills in case the New York court removed him as Executive VP and CEO. This is not to say DeBergalis was not a loyalist to Wayne. One person went so far as to say “his head was up Wayne’s ass”.

Another theory that plays off the one above is the Bill Brewer orchestrated the change and wanted “his guy” in that position. One person who had butted heads with Brewer said Arulanandam was an “acolyte” of Brewer. DeBergalis was not considered, I am told, as amenable to the whims of Brewer. Thus, if Wayne is removed, Brewer has someone in position to keep the money flowing to him until it all runs out.

As to the Board of Directors having any advanced knowledge of this move by Wayne, I was told there was none. Jim Shepherd of the Outdoor Wires confirms that in his post today.

Speaking with a current NRA board members, it seems there was no conversation -at least with them- regarding the abrupt decision. DeBergalis, a retired former New York police official, is a former Board member and longtime NRA supporter.

We’ve reached out to him -and others- and have gotten no response as of this writing. If/when we get any insight, we’ll share it with you.

Wayne was within his powers to replace DeBergalis. Article V, Sec. 2 (c) of the Bylaws explicitly gives him that power without any recourse by the Board unlike the Secretary or Treasurer who can only be suspended with pay.

From all I’ve read over the years and the anecdotes I’ve heard, Wayne is a weak man who has a hard time making a decision. He has relied over the years on others to lead him. This has included his one-time BFF Tony Makris, his wife Susan, his late mentor Angus McQueen, and now Bill Brewer. If I had to bet house money, I would say that Bill Brewer convinced Wayne that it was in Wayne’s best interest to replace DeBergalis with Arulanandam. That it was also in Brewer’s interest should go without saying.

The trial in New York begins a month from today and the Board meets in Dallas on January 5th. All I can say is that January will be an interesting month.

A PR Flack In Charge Of NRA General Operations?

You have to be f’ing kidding me. The NRA trial in the State of New York starts in approximately one month and Wayne LaPierre picks now to replace Joe DeBergalis, Executive Director of NRA’s General Operations, with the organization’s PR flack. What in the hell is going on?

Photo: WAVE 3 News

This went out today:

Effective immediately, I have appointed Andrew Arulanandam as interim executive director of NRA General Operations, replacing Joe DeBergalis. We wish Joe and his family all the best.

Andrew has more than 23 years of experience with the NRA, working for the Association and NRA-ILA. He currently serves as the managing director of public affairs. During his career, he has assisted with a wide range of corporate initiatives, messaging and crisis communications programs, and events at the local, regional, and national levels. He held numerous senior leadership positions in private and public organizations before joining the NRA.

Please join me in congratulating Andrew on his new position and in thanking Joe for his service to the NRA.

Wayne

I started hearing a rumor about DeBergalis being ousted yesterday but could not get a confirmation. Now I have nothing against Andrew Arulanandam other than I can never pronounce his name properly but this makes no sense whatsoever. His expertise according to his LinkedIn profile has always been politics and communications strategy.

As I said in the first paragraph, what the hell is going on in Fairfax? And why now?

An Updated Analysis Of The NRA’s Finances

I have published financial analyses of the NRA by former board member Rocky Marshall in the past. Based upon an audit filed with the North Carolina Secretary of State’s Charities Division by the NRA, he has updated his analysis. I am publishing this with the permission of Rocky.

From Rocky:

RED FLAGS AND REALLY RED FLAGS

  • Revenue continues downward spiral as expenses (mostly legal) will likely increase in 2023-2024.
  • Net Income losses will likely continue 2023-2024.
  • Cash on hand is $12M and monthly expenses are $19M.
  • Recommended minimum cash on hand should be $57M.
  • Additional cash required to cover -$26m projected operating loss for 2023.
  • Additional cash required for contract liabilities of $40M to paid during 2023
  • Additional cash required to cover principal loan payments due in total of $28M during 2024.
  • Line of Credit and other Notes jumped 78%.
  • Increasing debt through loans to cover general operating expenses.
  • Capitalizes computers in excess of $500 and other fixed assets greater than $1,500.
  • Capitalization of purchases is artificially low and reduces expenses in order to boost net income.
  • Assets due from the NRA foundation are $31M and inflate the NRA balance sheet.
  • Most of the NRA foundations assets due have donor restrictions and cannot be used for general expenses.
National Rifle Association Financial Analysis Year Ending 2022    Estimate
(in millions $M)20212022$Change%Change2023
Revenue233.5213.5-20-9%203
Expenses228.2228.60.40%228.6
Net Income5.3-15.1-20.4-385%-25.6
Members’ Dues97.483.2-14.2-15%75
Cash30.412-18.4-61%10
Liquidity Assets65.943.1-22.8-35%34
Note Payable & LOC24.643.719.178% 
Contract Liabilities44.840.2-4.6-10% 
Total Investments717100% 
Total Investments pledges as collateral53.644.2-9.4-18% 
Percentage of Investments collateralized75%62%-13%-18% 

In a marginally related aside, NRA In Danger is reporting that Wayne LaPierre has put his house in Great Falls, VA on the market. The asking price is $2.4 million. NRA In Danger is taking this as confirmation that the powers that be have made the decision to move to Texas. As with the bankruptcy case, the Board has been kept in the dark until it was a done deal. Read his or her full post.

NRA Still Wants A Jury Trial In Manhattan

Judge Joel Cohen ordered all the defendants and the New York AG’s Office to give a response on the matter of how the trial should be held. That is, should it be a jury trial or not? The responses from both sides were received this past Friday (July 28th).

Surprisingly, the NRA is sticking to their demands for a jury trial. I am in agreement with NRA In Danger that this is insane. A jury trial for the NRA in Manhattan is the equivalent of a jury trial for Donald Trump in DC meaning a totally unbiased jury pool is virtually impossible to find.

According to the response embedded below, the NRA is asking that a jury trial be held to determine the facts on all the causes of action against the NRA. These would include improper administration of assets, waste, and fiduciary failures. They are claiming they are entitled to this by right. Then, after the jury has determined the facts, the NRA says they would be amenable to having Judge Cohen determine equitable relief. In other words, they want a bifurcated trial with the jury portion coming first.

This is also the position of the attorneys for Wayne LaPierre, Woody Phillips, and John Frazer.

The Attorney General’s Office agrees in part and disagrees in part with the call for a jury trial. Whereas the defendants are saying all the facts should be determined by a jury trial, the Attorney General agrees that should be only for causes of action 2 to 5 and 10 to 14. They contend on the first cause of action as well as causes of action 6 through 9 that they are not triable by a jury under New York law. They present a chart breaking this down found here in the appendix starting on page 9. So in one sense, all involved agree that a bifurcated trial – part by judge and part by jury – is called for. The difference is that the defendants want a jury trial to determine the facts in all the causes of action.

You will notice that the discussion above omits Josh Powell. That is because the attorneys for Powell filed a motion on July 13th to withdraw as counsel. Akin Gump Strauss Hauer & Feld LLP has represented Powell since the beginning of the proceedings. Powell in a separate filing gave his consent to this. A few days later Akin Gump filed motions to keep parts of the reasons for withdrawal under seal or non-public. Judge Cohen has temporarily put these under seal until a hearing can be held on August 7th.

On July 25th, the AG’s office filed a response to Akin Gump Strauss Hauer & Feld LLP’s withdrawal as counsel for Josh Powell. They took no position on Akin Gump’s withdrawal, insisted that Powell get a new attorney sooner than later, and that Judge Cohen should deny the motion to keep keep the reasons for withdrawal under seal. They assert that Akin Gump has not met it burden for sealing their submissions.

Reading closely, the reason Akin Gump and Powell are going separate ways is financial. The AG’s response said, “Powell’s Defense Counsel moved to be relieved, citing Powell’s inability to pay its legal fees.” Now that is interesting.

They also say that Powell should have only 14 days to retain a new attorney given how close the case is to going to trial. If he cannot, they say Powell should act as his own attorney or pro se in legal terms.

So to conclude, the NRA et all insist on a jury trial on all facts, the AG says only on some parts, and Josh Powell seems to have run out of money to pay his legal bills.