Fiduciary Duties And The NRA Board

The term “fiduciary” is bandied about without much explanation or definition. That said, it is a critically important to understand what it means when it comes to an organization.

Investopedia defines it this way:

fiduciary is a person or organization that acts on behalf of another person or persons, putting their clients’ interest ahead of their own, with a duty to preserve good faith and trust. Being a fiduciary thus requires being bound both legally and ethically to act in the other’s best interests.

While they are talking about a person who handles your finances, it is equally applicable to anyone who serves on the board of a non-profit like the National Rifle Association.

The website Charity Lawyer puts it this way when talking about the fiduciary responsibilities of a board member of a non-profit organization.

The board collectively, and directors/trustees individually, owe fiduciary duties to the nonprofit organization they serve. In essence, exercising fiduciary duties means that board members have a duty to act with care and in the best interest of the organization and remain loyal to its mission, as opposed to acting in their own interest or the interest of the CEO/Executive Director they supervise. (emphasis added)

So what are the fiduciary duties of a board member?

Under New York law a board member has three fiduciary duties: the duty of care, the duty of loyalty, and the duty of obedience. To assist new or potential nonprofit board members, the Charities Bureau publishes a booklet outlining what these mean. Using their words plus others let’s take them in order.

Duty of Care

The duty of care mean that board members should give give reasonable attention and care to providing organizational oversight. There is no precise definition of what is meant by reasonable but it should include, at the minimum, that members attend board meetings, they read the reports, and that they have knowledge of the organization’s finances. New York says that “directors must act in “good faith” using the “degree of diligence, care and skill” which prudent people would use in similar positions and under similar circumstances. (Remember the NRA still operates under NY law because the Board in 1992 ignored the warnings of Director and law professor Joe Olson.)

Among the item mentioned by the Charities Bureau on duty of care include a whistleblower policy, that the minutes reflect dissenting votes, that there is a clear process for major obligations, and that monthly financial reports are reviewed by board members.

I would say that Oliver North and Richard Childress were exercising the duty of care when they expressed concerns about the enormous legal billings from William Brewer III.

Duty of Loyalty

The duty of loyalty is owed to the organization meaning that directors are mandated to work in the interests of the organization and not their own self-interest. While the NRA does have a conflict of interest policy and disclosures are made, I have to wonder if it is anything more than lip service when someone like a Marion Hammer receives hundreds of thousands of dollars annually.

Charity Lawyer notes:

The fiduciary duty of loyalty of board members is the responsibility to act in the interests of the non-profit, those it serves, and those donating funds for operations, as opposed to their own self-interest…

It can also be said that board members have a duty not to act in the personal best interest of the non-profit CEO (lead staff member) where that interest conflicts with the nonprofit’s best interest. Hiring the CEO, setting the salary, and providing oversight and accountability of such CEO, is among the most important responsibilities of a non-profit board.

The duties of care and loyalty are the basics of all fiduciary responsibilities. The law recognizes what is called the “business judgment rule”. This protects board members if they exercise these two duties with diligence and prudence as courts have held.

I came across this from the major law firm IceMiller LLP with regard to the fiduciary duties when dealing with an insolvent or near insolvent corporation. While the NRA asserts it is far from insolvent, they are, however, in Chapter 11 bankruptcy proceedings.

Applying the business judgment rule, courts will ordinarily not scrutinize corporate decision-making if the decision was made through a valid exercise of the board’s business judgment. Essentially, corporate fiduciaries who act in good faith, make informed decisions, and do not personally benefit from their corporate actions can rest easier knowing their actions will not be scrutinized after-the-fact with the benefit of hindsight. The business judgment rule facilitates prudent risk-taking and forgives reasonable mistakes in judgment.

A recent interview that Michael Bane had with MidwayUSA’s Larry Potterfield brought something to mind. When Michael asked him about the NRA’s turmoil, Mr. Potterfield insisted that it was in fine shape and there wasn’t really any turmoil because that is what Wayne LaPierre assured him personally.

Think about that if you are a director and not merely a contributor like Mr. Potterfield. Would a court hold that the business judgment rule applied and that you fulfilled your fiduciary duties to make an informed decision if you merely relied on the assurances of Wayne LaPierre in the face of all the other contradictory information out there? I will get into more specifics in a moment.

Duty of Obedience

The duty of obedience means that the board has a fiduciary responsibility to ensure that the organization is abiding by its stated mission and is complying with all state and federal laws. New York goes further and includes abiding by its internal governance documents and policies. In this case, that would mean the NRA bylaws and its internal governance documents requiring board approval for major contracts such as that with Brewer, Attorneys and Counselors.

The NRA’s stated mission on its IRS Form 990 says:

Firearms safety, education, and training, and advocacy on behalf of safe and responsible gun owners.

You may remember that US District Court Judge William Campbell, Jr. allowed David Dell’Aquila’s class action lawsuit against the NRA over misuse of donor fund to continue. He did dismiss it against Wayne LaPierre and the NRA Foundation but found that the expenditures of the NRA for Wayne’s clothing and trips and Brewer’s legal fees may not have been in furtherance of the NRA’s mission. That suit is on administrative hold while the bankruptcy is still ongoing.

NRA Bankruptcy and Special Meeting

The Board of Directors is holding a called Special Meeting this coming Sunday, March 14th, in Dallas, Texas. It is widely assumed that one of the action items will be an explicit ex post facto approval of the bankruptcy filing.

The sole purpose of the meeting is to provide a briefing to the Board regarding the NRA’s reorganization plan and the legal matters overseen by the Special Litigation Committee, and to take any necessary action directly related to those matters.

Judge Phillip Journey, a Kansas state judge and NRA Director, has asserted, correctly in my opinion, that the Board was kept in the dark about the plan to declare bankruptcy. The formation of the Special Litigation Committee never mentioned a planned bankruptcy as he told Stephen Gutowski of the Free Beacon.

Journey said he had voted to support the committee, but had no idea the group’s leadership and legal advisers had planned to go into bankruptcy. He disputed NRA filings that claimed board members were properly informed. Those filings were signed by embattled executive vice president Wayne LaPierre, who was not present at the meeting when the committee was discussed, according to Journey. The Kansas jurist believes the law has been violated and he has a duty to report it to the court.

“It certainly was a fraud perpetrated on the court,” Journey said. “I told them all when I got on the board, ‘Look, I’m a judge. I’m a mandatory reporter. Whatever we do, we got to be on the up and up.'” 

I believe Judge Journey not only recognized his fiduciary duty of care but his duty as a officer of the court when he filed his Motion for an Examiner. He followed President Ronald Reagan’s dictum – “trust, but verify” – when it came to assurances from LaPierre and William Brewer. He looked at the New York Attorney General’s dissolution suit and recognized that there was too much there to just pass it off as a vendetta against the NRA.

The leads me to the the US Trustee’s filing in the bankruptcy case objecting to the appointment of William Brewer and his firm as “special counsel”. For those that don’t know, the US Trustee is an officer of the court whose primary rationale is to “promote the integrity and efficiency of the bankruptcy system for the benefit of all stakeholders–debtors, creditors, and the public.” In other words, their job is to protect the process so it isn’t abused.

The US Trustee strongly objected to the appointment of Brewer, Attorneys and Counselors, as a special counsel to the NRA in the Chapter 11 bankruptcy proceedings. They assert that the services provided by Brewer do not fall within the constraints of bankruptcy law and that it has “divided loyalties and conflicts of interest.”

They go on to add:

These disqualifying conflicts are compounded by BAC’s failure to disclose them in the Application and by BAC’s failure to disclose all of its pre-petition compensation

Among the things the US Trustee asserts that Brewer did not disclose were the family relationship between Brewer and the McQueens, the allegations against the firm’s billing in two cases in which he was counsel (NYAG and Oliver North), and failure to disclose that Brewer himself was precluded from participating in any of the AckMac cases by the US District Court for Northern District of Texas. The Trustee said it shouldn’t be their responsibility to “ferret out” complete disclosures. This failure to make disclosures were grounds enough to prevent Brewer and his firm from serving as special counsel.

They detail what they call “adverse interests” against the estate. In other words, work that Brewer is doing that is not in the interest of the creditors nor in the real interests of the NRA as an organization. This is really the meat of their objection:

These adverse interests include:
a. potential claims by the Debtors’ estates against BAC for fraudulent conveyance based on allegations of billing improprieties raised by a former NRA president, a First VP, four members of the NRA’s Board of Directors, and the NYAG Action;
b. conflicted loyalties BAC may have between its own interests and those of the NRA in the NYAG Action, as well as in an action the NRA brought against its former president, Oliver North, in which Mr. North alleges he suffered retaliation from the NRA leadership when he raised concerns over BAC’s legal fees (the “Oliver North Action”);
c. conflicted loyalties BAC may have in the NYAG Action and generally between the interests of the NRA and those of Mr. LaPierre, based on BAC’s prior representations of Mr. LaPierre, and the steps Mr. LaPierre is alleged to have taken to stonewall internal inquiries regarding BAC’s fees; and
d. conflicted loyalties BAC may have because Ackerman McQueen is adverse to the Debtors in at least three lawsuits for which BAC is sought to be retained to represent the Debtors, when BAC’s named partner is married to the sister of Ackerman McQueen’s CEO.

The Board of Directors need to bear in mind that the US Trustee, despite wild accusations by Brewer and others with sweetheart deals, is independent and does not have an axe to grind. The US Trustee is neither anti-NRA nor pro-NRA but rather is pro-process and keeping it equitable for all involved.

So when doing their fiduciary duties of care, loyalty, and obedience, the Board of Directors should be asking themselves these questions.

Have I done my duty of care if all I’ve done is accept the assertions of Wayne LaPierre, William Brewer, and the Special Litigation Committee?

Am I performing my duty of loyalty to the members, the donors, the Second Amendment, and to the core values of the NRA?

Have I as a board member really overseen the actions of the CEO in the name of the organization or did I just go along?

Did I confuse my duty of obedience to the NRA with obedience and loyalty to certain individuals?

Will I be protected by the “business judgment rule” if I merely accepted the word of LaPierre and Brewer without going any further?

Finally, am I liable for a breach of fiduciary duties and what happens if I am?

A Correction On NRA Bylaws

Sometime since 2019, the NRA bylaws as they relate to called Special Meetings was changed and the time for notice considerably shortened.

From Article IV, Sec. 3 (b):

Special Meetings. A special meeting of the Board of Directors may be held at any time on the call of The President, or by action of the Executive Committee, or upon demand in writing stating the object of the proposed meeting and signed by not less than a majority of the Board. Notice of the time, place and object of such special meetings shall be transmitted to each Director at least seven days before the date of holding such a meeting in person, or 72 hours before any special meeting held by means of a conference telephone or similar communications technology pursuant to subsection (f) of this section.

Thus, I stand corrected on my comments on the update to the post on NRA Special Meetings that referenced the former 30-day notice requirement. The Special Meeting being held on March 14th would be valid under the bylaws as amended. Lest you think I was informed of this by a “friend of Wayne”, it came from Rob Pincus who is not.

I do wonder when this bylaw was changed and why. I do know that it was not voted on at either of the last two Meeting of Members as I attended both of those from start to finish.

I still anticipate that the Board of Directors will be asked to approve the bankruptcy filing ex post facto as seems to be the norm when called out on something.

NRA Special Meeting (Update)

Rumors started on Sunday with a report by Dan Zimmerman of TTAG about Wayne LaPierre’s speech to CPAC. After saying that Wayne’s speech was old and stale, he concluded with this teaser, “The good news is, we happen to know that the NRA is actively seeking his replacement.”

Then yesterday, John Crump who writes for Ammoland.com had a tweet saying to “prepare for some big NRA news on or around March 14.”

The March 14th date was interesting because there was no hearing set on that date in either the NY Attorney General’s dissolution case nor in the NRA’s bankruptcy case.

It turns out that NRA President Carolyn Meadows has called for a special meeting of the Board of Directors to be held in Dallas on March 14th.

March 2, 2021

                                                                  OFFICIAL NOTICE

                                SPECIAL MEETING OF THE BOARD OF DIRECTORS

TO:      Board of Directors and Executive Council

            The NRA President has called for a special meeting of the Board of Directors to take place on Sunday, March 14, 2021, at 10:00 a.m. in Dallas, Texas.  The sole purpose of the meeting is to provide a briefing to the Board regarding the NRA’s reorganization plan and the legal matters overseen by the Special Litigation Committee, and to take any necessary action directly related to those matters.

   The NRA Board of Directors and Executive Council and will meet at the Omni Dallas Hotel, 555 South Lamar Street, Dallas, Texas 75202, (214) 744-6664.  The date, time and location of all meetings are on the attached schedule of meetings and meals.  [Special Note:  The special meeting of the Board of Directors will start at 10:00 a.m. Daylight Savings Time on Sunday, March 14. Daylight Savings Time begins at 2:00 a.m. on Sunday, March 14.  On Saturday night, remember to set your clocks forward one hour (i.e., losing one hour) to “spring ahead.”]

Members in attendance are authorized reimbursement for ordinary and necessary expenses actually incurred on the following basis:

If I had to speculate – and that is always a dangerous thing – I would say that it is a move to get the Board of Directors to explicitly approve the filing for bankruptcy. You may remember that Judge Phillip Journey made the point in his motion for a court-appointed examiner that the directors’ never voted to file bankruptcy. Further, bankruptcy law expert Prof. Adam Levitin wondered if the Board had shirked its fiduciary duties by not explicitly approving a bankruptcy filing.

As the after the fact approval of many expenditures by the Board’s Audit Committee makes clear, the NRA Board has a history of approving things after the fact that should have had explicit pre-approval. This could be one of those ex post facto approvals. I would be the most surprised person in the room if it was actually to announce a replacement to Wayne LaPierre. I just don’t see a Board packed with Wayne loyalists doing that.

UDPATE: A friend who knows the NRA bylaws far better than me just pointed out something about this special meeting. According to Article IV, Section 3 (b), while the President, the Executive Committee, or the majority of the Board can call a special meeting, it has a notification requirement.

From the NRA Bylaws:

Notice of the time, place, and object of such special meetings shall be mailed to each Director at least 30 days before the date of holding such meetings.

Now I know that the NRA Bylaws don’t mean much to Wayne and company but you would think that given both the dissolution lawsuit and the bankruptcy proceedings that dotting the I’s and crossing the T’s just might be the smart way to go. I don’t know if the Board is getting their advice from William Brewer III, NRA General Counsel John Frazer, or the Board’s attorney Wit Davis but whomever said it was OK to ignore the bylaws either doesn’t give a big rat’s ass or is an idiot.

Either way, anything voted on and decided in this Special Meeting of the Board could be challenged in court as being invalid due to violating the bylaws.

NRA Board Member Asks For Examiner

Attorneys for Phil Journey, a state judge in Kansas and a NRA Director, filed a motion in the NRA’s bankruptcy cased today. The motion asked the court to appoint an examiner (or independent investigator) to examine claims against the NRA made by the NY Attorney General Letitia James. These claims were made in the suit seeking the NRA’s dissolution.

Journey says he fully supports the NRA’s mission of protecting the Second Amendment through “education, training, and sport.” He then says:

Accordingly, Movant (Journey) seeks the appointment of an examiner to bring to light the veracity of the alleged fraud, dishonesty, incompetence, and gross mismanagement that has plagued the NRA’s reputation, caused significant alienation of the Association’s members and supporters, and hampered its ability to fulfill its core organizational purpose.

He then lays out the areas which he wants the examiner to investigate:

The best path to ensure that the NRA seizes upon the opportunity before it to recommit to its most historical ideals is to appoint an independent examiner to add transparency and confidence to the bankruptcy process. To that end, Movant requests the appointment of an examiner to examine and investigate: (i) the actions of Debtors’ pre- and post-petition management; (ii) the management practices being employed in the operation of the non-profit organization; (iii) the compensation of management; (iv) the benefits and perks being provided to the Debtors’ management team; and (v) the propriety of arrangements with certain vendors.

Journey goes on to accuse the NRA’s management of using Ackerman McQueen and other vendors as conduits to hide personal expenses and perks. He then says the Board has become a figurehead while “management” aka Wayne LaPierre actually steered the direction of the NRA.

He alleges the bylaws were violated by not having the Board of Directors to vote on the bankruptcy filing nor was the intent to seek Chapter 11 even disclosed to the Board. He goes on to note that the NRA’s management routinely ignored the bylaws, the laws of New York, and Robert’s Rules of Orders which led to Craig Spray resigning and the designated head of reorganization deciding not to take the job. Furthermore, the formation of Sea Girt LLC was not approved by the Board. Journey says information was withheld by management and the Board’s attorney which made it impossible for them to do their fiduciary duty.

The legal rationale along with case law is then presented in the argument as to why an examiner is needed.

I will be blunt. I always thought Phil Journey was a Wayne LaPierre loyalist which is why he got nominated and elected to the Board of Directors. This is either a measure of his disgust with Wayne, Brewer, and their cronies or the ultimate sleight of hand to divert attention elsewhere. Given what is in the motion, I’ll go with the former for now.

I fully expect Brewer and company fight tooth and nail against this. He did issue this statement to Bloomberg News on Journey’s motion.

The NRA disputed the claim that it didn’t follow its own rules when it filed bankruptcy. It didn’t directly address the question of whether an examiner should be appointed.

“This plan was undertaken in full compliance with NRA policy,” NRA lawyer William A. Brewer III said in an email to Bloomberg. “The plan has been widely endorsed by NRA board members, NRA members, elected officials, and other key stakeholders.”

I think this motion will get very serious consideration from Judge Harlin Hale for two reasons. First and foremost, Phil Journey is a sitting judge in a state court in Kansas. That alone elevates his concerns above that of a mere bystander. Second, he is now and has been in the past a director of the NRA. I think that would give him standing as he has a fiduciary duty.

For now, it will be very (very!) interesting to see what comes of this motion. I hope it succeeds and I hope the creditor’s committee is successful in getting a trustee appointed.

I have embedded the full brief below. Read it for yourself and tell me what you think.

Motion To Appoint Examiner In NRA Bankruptcy Filing by jpr9954 on Scribd

No NRA Petition Candidates For 2021

Unless there was someone besides Frank Tait seeking a nomination to run for the NRA Board of Directors by petition, there will be no petition candidates in the 2021 election. If you know of anyone else, please let me know in the comments.

Frank was notified yesterday that he fell short. He had submitted 725 signatures which was almost 32% greater than the required 551 valid signatures. However, he had 227 signatures disqualified for a variety of reasons. The greatest number of signatures disqualified was due to not being a member for five consecutive years.

Frank told me that he assumed that if someone went to the trouble to mail him a signed petition that the person was either a Life Member of some level or a five year member with voting privileges. He said his biggest mistake was not vetting those signatures which looked complete.

Given the restrictions on assembling in 2020 such as at gun shows, he really only had three months instead of the more normal five months to gather these signatures. I remember last year I gathered about a dozen or more valid signatures for Frank at the Grass Roots Policy Conference.

In 2017, there was a package of bylaw amendments that, among other things, raised the minimum number of signatures required from 250 to 0.5% of the number of valid votes in the preceding year. It was an all or nothing package. While some of the bylaw changes were mere housekeeping, others like changing the number of signatures required to be a petition candidate were not. Dave Hardy covered it well back then in his Of Arms and the Law blog.

I went back to read Dave’s post as well as the comments. I found the comments particularly relevant.

Ken914 wrote this, in part, on the bylaw changes:

If this is passed, the Board can assured the nominating committee, made up of Board members, will have complete control of who can run for the Board from now on. The limp-wristed celebrities, hangers-on, and 2A do-nothings that fill so so soooo many seats on the Board will be safe from the NRA membership attempting to replace them with new directors who will advocate for a full understanding of the RKBA.

Remember, this is the same BoD that defended Joaquin Jackson until his death. What could go wrong if we just let them become a closed club who hand-selects their own successors?

Jeff Knox, who urged a “no” vote on the bylaw changes wrote this:

Ken914 is spot-on in his assessment. This is an incumbent protection move, removing power from the members, and giving even more power to the Board.

David is correct that many of the changes are just housekeeping, and some of the other stuff could be justified, but this is an all-or-nothing proposal that would do serious harm.

The suggestion that Bloomberg is going to come in and take over the NRA – or stir up trouble by funding recall elections – is a straw man play. The formula they are suggesting would mean that only someone with Bloomberg’s money could possibly orchestrate a successful recall or bylaw petition.

I won’t go into the other changes wrought by the 2017 bylaw amendments. Suffice to say, it solidified power in the Board of Directors and has made another Cincinnati Revolt virtually impossible. Prior to these changes, Frank Tait would have been on the 2021 ballot.

I did vote NO on the bylaw amendments.

I am going to think long and hard before I support anyone that was nominated by the Nominations Committee for the 2021 Board election.

Personal Insecurity And NRA Election Rigging

I have always felt that Wayne LaPierre seemed like an insecure person from the first time I saw him in person. That was at the NRA Annual Meeting in Charlotte in 2010 where he was walking the floor with a team of personal bodyguards. If there was anywhere he should be feel safe, you would think it was there.

While I didn’t realize it then, his personal insecurity goes far deeper in my opinion.

We have watched him force out Ollie North as NRA President and continue to harass him in court. Ollie, a long time board member, didn’t want to be a mere figurehead and that was a threat to Wayne.

We watched him accuse Chris Cox of treason based upon innocuous phone texts. Chris had long been seen as the heir apparent when Wayne retired. It led to Chris resigning instead.

We have watched him use subpoenas as a threat against both board members and outsiders.

We have watched him take private planes and try to have the NRA buy him a mansion in Dallas because he was afraid for his personal safety despite his bodyguards.

We have watched him surround himself with staff whose backgrounds made them utterly dependent upon him for their jobs. I’m talking about his personal assistant who is a prohibited person, his former chief of staff whom most found to be an incompetent, and even a CFO who had embezzled in his prior position.

Despite all of this, I never thought Wayne would have to resort to rigging elections to the Board of Directors to preserve his position.

I was wrong.

The podcast Gangster Capitalism has been running a series about the NRA this year. They thought they had finished Season Two when they got a tip from Dezarae Payne and Michael Schwartz. Both had been active in the NRA Members’ Councils of California. It turns out the Members Councils were not really the grass roots activists fighting for the preservation of gun rights in California. Rather they became a tool to be used by Wayne to assure the election to the board of people supportive of him and keep him in power.

The key to the scheme was Paul Payne who is employed by the NRA as the Liaison to the Executive Vice President. Payne, who is separated from Ms. Payne, was paid by the NRA $80,000 annually, had a $3,000 monthly expense account, had a leased car of his choice, and had a personal assistant who was paid $60,000 a year. Of course, he had benefits on top of this.

From The Trace which picked up the story:

Dezarae Payne told the podcast that every year LaPierre’s office gives Paul Payne the names of NRA board candidates considered allies of the longtime boss of the gun group. Payne then works through the council to lobby NRA members in California to vote for those candidates. Because such a small percentage of members take part in the annual mail ballot election for board seats, Dezarea Payne said, her husband’s electioneering has routinely been critical to victory.

But that wasn’t the whole of it.

Every year, Dezarea Payne said, her husband solicits volunteers who are flown to the convention to encourage members to back LaPierre’s favored candidate for the one-year term. These volunteers are given free concert and event tickets at the convention, and treated to a lavish dinner with LaPierre and his key aides. Payne said the trip costs the NRA $35,000 to $45,000 and has been a clandestine affair. “You have to be completely loyal to Wayne,” she said of the volunteers, who typically number up to a dozen. “You can’t question what they are doing, you have to be secretive, you can’t tell people what you are doing, who you work for.”

I saw this in action at the 2018 Annual Meeting in Dallas. Liston Matthews of the Good Hill Press Blog and I stayed at the Fairfield Inn in the Cockrell Hill section of town. There were a number of people there from the Members’ Council of California and they were talking up Herb Lankford for 76th Director. However, we were supporting Adam Kraut in his second attempt at the board. If you walked on the floor of the expo center, you saw support for Adam everywhere. Nonetheless, Mr. Lankford was elected. Not to dismiss Mr. Lankford but I wondered why a bunch of guys from California were so up on someone from Columbia, South Carolina. It didn’t make sense then but it does now.

You really need to listen to the podcast. You have to hear it in the words of Ms. Payne and Mr. Schwartz. Merely reading it does not have the same impact.

Wayne’s personal insecurity reminds me a lot of Richard Nixon in 1972. They both directly or indirectly resorted to stuff to assure their position when it wasn’t needed. There was no way that Richard Nixon was going to lose to George McGovern but Watergate still happened. As to the NRA, the bylaws make it virtually impossible to oust Wayne.

What happens now is anybody’s guess. The Board could demand Wayne’s retirement or resignation but I somehow doubt that will happen. The Attorney General of New York will probably add this to her list of things to investigate. The one thing that is sure is that just when we face a critical election for gun rights, Wayne’s attention – and the NRA’s by extension – will be elsewhere.

“Will No One Rid Me Of This Meddlesome Priest?”

The quote in the title is attributed to King Henry II of England with reference to his dispute with Thomas a’Becket who was the Archbishop of Canterbury. In response, four Norman knights traveled from Normandy to Canterbury, confronted Thomas, and ultimately killed him. The murder in 1170 was later made into plays by T. S. Eliot and Jean Anouilh as well as a movie with Richard Burton.

This is not meant to be a history or literature lesson. Rather a lawsuit by the NRA against Oliver North in NY Supreme Court, County of Albany made me think of that quote.

I could almost hear Wayne LaPierre saying, “Will no one rid me of this meddlesome president.” To which, William Brewer III replied, “I will, my liege!”

The complaint, much of which is redacted, seeks to have Oliver North removed from the NRA Board of Directors. According to a footnote, they redacted much of the complaint because it might contain information that Col. North might argue should be kept under seal.

The complaint alleges that Col. North has an “irreconcilable conflict” due to his employment with Ackerman McQueen and his membership on the Board of Directors. The Audit Committee, which had approved the arrangement, later rescinded their approval in May 2019 after the conflict between Wayne LaPierre and Col. North had come to a head.

The NRA is seeking a declaration that Col. North’s refusal to terminate his employment with Ackerman McQueen “was an election by him to terminate his NRA Board membership.” Here is where I might note that Col. North was the leading vote-getter in the 2019 NRA Board of Director election.

The attorneys bringing he lawsuit on behalf are Svetlana Eisenberg and William Brewer III of Brewer, Attorneys and Counselors.

When Pete Brownell resigned as President of the NRA in 2018, a great effort was made to get Col. North to be President. At the time, he was under contract to Fox News and would have to resign that in order to become NRA President. I have been told by multiple insiders as well as have seen in court filings that Wayne LaPierre actually negotiated Col. North’s contract with Ackerman McQueen. The whole “they won’t give us the contract” so we can know what conflicts Ollie has is a charade as is the declaration by the Audit Committee.

In reality, the conflict is between Wayne LaPierre, his cronies on the Board, and his attorney who is sucking the NRA dry and those who wanted to return the NRA to effectiveness and to see Brewer gone.

The NRA’s Lack Of A Succession Plan

Healthy organizations have succession plans. Good leaders make it a priority. Development of future leaders is such an organizational imperative that it is usually under the purview of the CEO. Having a succession plan is both forward looking and a measure of risk management.

Think how many corporations and non-profits have lost their chief executives to heart attacks, cancer, and accidents. The list goes on and on.

This has been at the back of my mind regarding the NRA for a long time now. What brought it to the forefront was a post by Jeff Knox on the lack of new leadership options for the NRA and its cloudy future.

For almost a decade I’ve been asking people in the firearms and Second Amendment community to seriously consider who might take over as Executive Vice President of the NRA if Wayne LaPierre were to retire or be hit by a bus.

About 6 years ago I got really serious about that question and was raising the issue in my regular columns, then 3 and a half years ago, after the election of Donald Trump, there was talk that Wayne might be offered some sort of position within the Trump administration, and I was very actively asking people for suggestions of possible successors, or at least the qualities a successor would need in order to be successful and keep the NRA strong. Finally, last year all sorts of accusations of financial improprieties and self-dealing among LaPierre and other NRA executives, broke in major media, and a lot of people began asking the same questions I’d been asking for years, but the same answer kept coming back… Crickets.

Let’s look at the people that Jeff notes have been seriously mentioned as potential successors as Executive VP and CEO of the NRA.

Chris Cox.

Out. Through the machinations of either Wayne LaPierre or his erstwhile Rasputin, William Brewer III, Chris was labeled as having been a part of a “coup attempt”. This was always strongly denied by Chris and he eventually resigned.

Ollie North.

Out. Again, was accused of plotting to overthrow Wayne and again the fine hand of William Brewer III seems to have been involved. This happened after Ollie started asking too many questions especially with regard to Brewer. Wayne portrayed this as “extortion“.

Kyle Weaver.

Out. Weaver was the Executive Director of General Operations who got replaced by Josh Powell. He is now the President and CEO of the Rocky Mountain Elk Foundation. Weaver had spent 18 years with the NRA in positions of ever increasing responsibility. The RMEF gets a 4 star rating from the Charity Navigator which is the highest possible. By contrast, the NRA is under a “concern advisory” from them.

If you need an example of a corporation that had good succession planning, look at General Electric. It has been the focus of many case studies on how to do succession planning. Jack Welch who served as CEO of GE for 20 years was known for grooming potential successors. He did such a good job that those who lost out on succeeding him at GE where snapped up by other companies.

It isn’t just the CEO who should be responsible for succession planning. Professor Ram Charan who taught at both Harvard Business School and Northwestern University, had this to say on succession planning.

A CEO or board that has been in place for six or seven years and has not yet provided a pool of qualified candidates, and a robust process for selecting the next leader, is a failure. Everyone talks about emulating such best practitioners as General Electric, but few work very hard at it.

By all objective measures, the NRA Board of Directors has failed. They have no succession plan for Wayne. The majority of the board has kow-towed to Wayne and jumped when he said jump.

Part of the reason the board fails is structural and part is due to the composition. The structural issue is that the Board of Directors is too damn large to be effective. The other issue is that many on the board are there due to either celebrity status or allegiance to Wayne. It is the latter that is the greater problem. The board owes a duty of loyalty to the organization and not to any one individual.

In the short run, nothing can be done about the size of the board. However, the board can still start to work on a succession plan to Wayne. Based upon Wayne’s age of 70 alone, this needs to be done. My fear is that the board will do as it has always done. That is do nothing and the organization will continue to suffer while our blood enemies grow stronger.