Keeping the Board in the Dark - Thoughts from the NRA Trial Part 2
EVP LaPierre admits under oath that he did not disclose Bankruptcy plans to the Board of Directors or that he had fired the Treasurer/CFO
In normal circumstances, the Board of Directors of an organization like the NRA would have a vigorous debate about something so momentous as filing for Bankruptcy. Almost 20 years ago, I was in senior management at a company that filed for bankruptcy. Management and the Board held multiple planning sessions and had a proposed reorganization plan worked out BEFORE making the Bankruptcy filing. This collaborative process between management and the board was essential to the company emerging from Bankruptcy and successfully continuing to serve their customers (as they continue to do today).
LaPierre testified that he did not disclose the planning for the Bankruptcy with the Board. The language in EVP Lapierre’s employment agreement and the creation of the Special Litigation Committee of President Meadows, 1st VP Cotton and 2nd VP Lee at the January 7, 2021 Board meeting was an shell game giving the appearance that the Board had delegated responsibility for filing for Bankruptcy. Something as significant as a Bankruptcy filing should be debated and voted on by the full Board. The Board subsequently met and passed a retroactive resolution authorizing the Bankruptcy filing, as if they had any real choice in the matter.
The Treasurer of the NRA is a position that is elected by the Board. EVP LaPierre also testified that he did not inform the Board that he had fired CFO Spray. Board members were told that Spray was resigning for health reasons or to spend more time with his family. I have not heard or seen any testimony that the Board approved the dismissal of CFO Spray, even though the Treasurer is elected by the Board.
CFO Spray testified that he believed that he was fired for refusing to sign the 990 filing as he felt that he needed additional backup documentation before signing as he was taking on personal legal risk by signing the document. EVP LaPierre signed that 990 filing even though that amendment was about Lapierre’s excess benefits, an apparent conflict of interest.
Hiding items that are normally part of Board responsibilities like the Bankruptcy filing of the firing of the CFO are not new circumstances for the NRA. Boards are supposed to review the 990 IRS filings and approve them at the Board level, not just in committee. Boards are supposed to review and approve amendments to the 990 before they are filed. LaPierre testified that he only had Charles Cotton, Chair of the Audit committee review those documents before filings.
Following up the last article about Keystone Habits, The NRA leadership has serious deficiencies in transparency and accountability. The relationship between Management and the Board appear to be inverted. Management rather than the Board are making decisions that should be the purview of the Board. The Board Officers, Meadows, Cotton and Lee appear to be facilitating the inversion of responsibility of Board and Management.
I’ve been a vocal critic of NRA EVP Wayne Lapierre for his leadership style, and the Board leadership in not properly exercising their fiduciary responsibilities by submitting petitions calling for EVP Lapierre’s resignation as well as the resignation of the Board Officers and members of the executive, audit and finance committees at the 2019 and 2020 NRA Annual meetings. If they have not been removed by the 2021 meeting in Houston, I will do so again.
The 2021 Board election is where the members can have a say and change the culture of the NRA Board and get long overdue new leadership. The only director up for re-election that deserves support is Owen “Buz” Mills as he is publicly supporting Judge Journey’s efforts to reform the NRA. The remaining board candidates deserve no vote.
I ask that you please write me in on the ballot for the 2021 board of directors election when you get you ballot in the next couple of weeks. It will be out in the June/July issue of your NRA magazine.
Write In’s MUST have the information as depicted below. Thank you for your support.
Please subscribe for further updates.
Thanks Frank! This is a great writeup, and I really hope that you can make a difference on the NRA board!