Who Are The Good Guys in All This?

The NRA Board is currently handling everything in Executive Session (which means that anyone who isn’t a Board member is out of the room), and there’s little information coming out. People are asking me, with North’s resignation, and Wayne’s defiance in the face of accusations from some Board members, who we should want to come out on top. I don’t honestly know yet. I can say conclusively that I’m in favor of NRA ceasing its relationship with Ackerman-McQueen, and I’m hearing that will happen. Hopefully that will really happen, and Angus McQueen isn’t, as we speak, forming a new corporation (we’ll call it the Venus Group, keeping with the planetary theme, or maybe the Uranus Group would be more appropriate) to continue to relationship under subterfuge.

People keep sending me this entirely too long open letter from a former NRA employee. I always take complaints of former employees with a grain of salt, but there are accusations of behavior in here that no employer should subject their employees to. While I’ve never been one to complain about how much Wayne and Chris make, I don’t think it’s healthy for an organization to have huge disparities between the top salaries and the underlings. Also, when the organization is feeling financial pain, there needs to be the perception that the pain is being shared by those at the top.

I would strongly encourage everyone to read this open letter from Tiffany Johnson. I would put my name on that too. I agree with its sentiment completely. In my mind the most important thing is for NRA to remove the parasite, start getting its house in order, and for the Audit Committee to do its job. I am far less enthusiastic about settling old scores, or refighting old fights. Especially with what’s coming.

Yes, the investigation by the State of New York into NRA’s non-profit status is an existential threat to the NRA. Whatever happens with Wayne, the Board, and Ack-Mac needs to happen quickly, and then we need to start moving forward and putting the past behind us. Things never should have been allowed to get this bad. But I know from serving on elected decision making bodies that change is a difficult thing, and there’s a strong tendency to let lying dogs lie, especially when you know fixing a problem will put the organization through hell and you’re just one of many votes. But NRA’s Board has to overcome that, and start doing its job. A Board position shouldn’t be a reward for loyalty. In fact, if it’s a healthy Board, it’s almost a punishment.

24 thoughts on “Who Are The Good Guys in All This?”

  1. In fact, if it’s a healthy Board, it’s almost a punishment.

    There’s so much truth in this.

    One reason we weren’t there in person is because I had another conference that I needed to attend and we were joking on Sunday morning that the worst time to approach anyone in leadership about doing something else is the time immediately after they’ve done a good job with a project/event/term of serious service. Even when things go great, it’s still so much work to get there.

  2. If 10% of the allegations against WLP are true he probably needs to go. I don’t begrudge top execs making their money but things with even the appearance of impropriety are not acceptable, especially when every lawfare loving looney left AG is out to get you.

  3. I guess the real news will come this afternoon or tomorrow. My name is already on the letter, but having spent time in state political conventions and their committees (which are beholden to nobody, opaque and ballasted by old relationships) I doubt this letter will be honored.
    At this point for some of the board members it will be as much about saving face as saving the NRA, and no way will they let others write their history.
    These are events we have little to no control over, so I try not to get too worked up. I’ll be with the NRA to the end but drastic times call for drastic measures – oust the PR firm, oust WLP and/or Powell (somebody needs to fall on their sword, and it seems a reach to expect more than one body), cut board size into half or third making the remainder “honorary” members maybe based on attendance records, kick the audit committee in the pants and get them some good outside counsel. Pay for it in part by doing a 20% haircut to executive comp. In the private for-profit world, these would the most generous terms while respecting a need for continuity and preserving institutional knowledge. I wouldn’t expect changes like this to take less than two years.

  4. As I said before, I’m not sure who should be the winner here. But the loser should be AckMac. And then a cleaning of the house and fixing all the financial issues.

    Then look to get out of New York. I know it won’t be easy. But its gotta be done.

    1. I’m always willing to forgive, provided you come to Jesus. That’s the main reason I’m not calling for Wayne’s head. If he does the right thing, and he’s not going to continue being a liability to the Association, I think we can move on. But Ack-Mac has to go. I don’t say that with complete enthusiasm. There are good people who work for Ack-Mac too that will be hurt by the dissolution of the relationship, and I feel for them. But it has to be done.

      1. I agree. I’m not a huge fan of Wayne, but if he leads the charge for cleaning house, I won’t be heartbroken if he says.

        I’m sure it’ll be tough getting rid of AckMac, but they have very dirty hands and we just cannot trust them any more. I know that we may lose some good people, but there is no other choice.

    2. I don’t know about the “Escape from New York” mandate. I mean, any legitimate issues we need to resolve to stay in New York are probably healthy – I don’t want to do push-ups every morning, and I shouldn’t have to, but it keeps me fit. Here I’m excluding the nakedly political moves, which even the ACLU is coming out in defense of the NRA against. But preserving the unbroken operation of the organization is a pretty valuable merit badge to hold onto. If we tuck tail and run to another state, we’ll probably be facing the same issues another day. I may be alone in thinking that the external pressures are ultimately healthy for the NRA, and arguably they’ve been getting a pass for too long. I say this with full love and support of the NRA.

      1. They might not be able to move to another state. Non-profits are regulated differently, so it’s not like a for-profit corporation where you can do this easily. First, NRA might have a corporate charter that was done before general incorporation law. When NRA was formed, organizations like NRA were often formed by a legislative act. I don’t know that’s the case with NRA, but it’s likely.

        Under New York non-profit law, the AG has to approve any dissolution plan. So if NRA were to dissolve in New York in order to reconstitute in another state, the AG would have NRA by the balls.

        1. I believe the general incorporation laws in New York date to 1811 – it was the first of such laws in the US, and NRA’s incorporation record in New York is 1871.
          To relocate a non-profit, you need to file Articles of Domestication, which I believe to require filing Articles of Dissolution in the originating state, and Incorporation in the new state, but allows you to keep your EIN. So you’d essentially lose you’re original organization for all intents except federal tax law, I guess. The EIN system didn’t even come about until 100 years after the NRA was incorporated, so we’d lose our 1871 merit badge. To tie in with your recent post, it’s certainly not a hill to die on, but I sure think it’s valuable, and would be a win for the other side if we were to lose it, and a win for us if we were able to stick our finger in their eye and survive in NY.

            1. As said, it was 1871. No need to guess, you can view the entity filing here: https://appext20.dos.ny.gov/corp_public/corpsearch.entity_search_entry
              My direct link pasted in here seemed to break formatting in Chrome as it’s not wrapping, but the above link, just type in National Rifle Association for the entity name, fill in the captcha, select the NRA from the search results and scroll to bottom to see the original filing date of 1871.

          1. NY law doesn’t get ignored just because there’s also a federal process. There’s quite a bit of information I found on non-profit dissolution in NY that indicates the Attorney General has to approve any dissolution plan, including what is allowed to happen with assets. An NPR reporter who consulted an attorney who specializes in NY non-profit laws backed up that interpretation as well. Is there a reason you believe that these NY laws wouldn’t apply to a NY-based operation?

            1. I think we’re having a communication breakdown, probably my fault.

              I’m not saying that the laws wouldn’t apply – for a non-profit to move, it’s possible through a process called articles of domestication, and this process is valuable to organizations because as opposed to a straight dissolution, you get to keep your EIN and save yourself some extra headaches at the federal level. However, as said, articles of domestication still require dissolution in the original state, invoking all the legitimate horribles you’re citing. I agree with you. Now that’s one of a few reasons you don’t want to do it, not the only reason.

              There’s nothing in what I’m saying that contradicts the idea that dissolution would be required and that at least in the current environment we’d get slaughtered by the process. I agree and support that position.

              I’m going a bit further though – I’m saying that there’s value in staying in NY to preserve our origin as the oldest civil rights organization in America. You cannot move and preserve the origin story. To this point, I’m explaining that the EIN preservation when moving doesn’t preserve the origin story, because the EIN is no older than 1971ish. In other words, who cares if dissolution is bad or good – we don’t want to do it.

              Finally – and I think this is really the critical point today – addressing the legitimate concerns with NY compliance will make us a stronger organization. The rationale for moving is to avoid both the legitimate compliance pressures and the illegitimate political pressures. While the latter may seem like it avoids a migraine, I think we can weather the political pressures. When the ACLU backs you up against those, it’s a pretty good sign that legal consensus will go your way. What worries me is the motivation to dodge the legitimate compliance concerns. We’ve got an organization that’s lacked internal and external oversight pressure for quite a while. The answer isn’t moving to the Cayman Islands. The answer is reform to comply with reasonable laws governing non-profits, and then when in a stronger position of compliance, consider some strategies for a substantial move in all but name, while preserving the original corporation for the origin story (touched in on the reply below). That way, if you ever do need to pull the eject handle, you’ve set yourself up for it to be a pretty clean process (e.g. very few assets, etc, etc).

              1. The origin story remains no matter what happens with legal process. It will still be the NRA. It will still have been found in 1871. Just like the Indianapolis Colts maintain their history as the Baltimore Colts, so can the NRA.

                I like your plan for sure though. Fix up what is needed to be fixed up now. Plan for the move. It can take years if need be. But the NRA needs to be ready.

                1. I suppose you’re right but there is something glorious about preserving your original corporation as founded before the twentieth century. I mean, in our culture of mergers and buy-outs many of the oldest American companies (Remington, Brooks Brothers, Baker’s, Citibank) are the same in name/trademark only. Once you break from that filing through dissolution it will require more explanation and always be met with a bit of a wink-and-nod. I already hear too much about today’s NRA not being your dad’s/grandfather’s/great-grandfather’s NRA. Laughable but I’m a big fan of protecting that filing. Especially if it pisses off the blue-statists and is maintainable.

              2. Well articulated. The problems in the NRA are entirely INSIDE the NRA. NY is merely using its political authority as the chartering power to flog the NRA into compliance with the ground rules. Someone has to articulate why we NRA members don’t want our association to abide by these ground rules.
                If the Board won’t clean house at the point of the sword of NY then it won’t clean house at all.
                Theoretically, it’s possible that everything is squeaky clean inside the NRA. If that were so then in a trial court NRA could flaunt its virtue and come out with a not-guilty verdict and be a shining star in the eyes of the public. It would be an expensive victory but one that couldn’t be bought cheaper.
                Alas, that outcome is merely a theoretical possibility. Likely, the airing of NRA’s dirty laundry will be painful but the only thing that forces the Board to face up to wash day. NRA will come out stronger for it; or, we members do not deserve that NRA survive. It is we who elected these Board members and continued to re-elect them.

    3. Then look to get out of New York. I know it won’t be easy. But its gotta be done.

      It’s not even a case of “won’t be easy.” Have you read the laws on NY non-profits dissolving on their own? The AG who thinks they are a terrorist group gets to determine where assets go. That’s not a “won’t be easy” situation, that’s a “there likely won’t be anything to go to a ‘new’ association” situation. Granted, I’m not a lawyer, but I did go poking around for non-profit governance documents on NY-chartered groups and it was not pretty.

      I flipped through the last copy I have of the bylaws a few times and didn’t seem to find a dissolution clause, so we don’t even have that protection as far as I can tell.

      If it were simply “not easy,” then I suspect the NRA would have moved a while ago. The issue appears to be that it may be pretty much impossible.

      1. We’re a toxic hostage though, assuming we can weather current issues. I’ve no doubt that if the NRA wanted to move to a new state, we could find mutually agreeable terms with the State of New York after the current dust is settled. Right now obviously we’re in a very weak negotiating position so it would be like the massacre of a retreating army to your point. But if we can survive this dust-up through reform, emerge with a stronger organization HQ’d in a blue state preserving our early incorporation, what’s the point of moving? Probably the order of the day would be some good strategic planning to set up new corporations in other states, transfer assets, and keep the NY organization thin and lightweight – i.e. serving little more purpose than holding the claim to 1871 incorporation.

        1. we could find mutually agreeable terms with the State of New York after the current dust is settled

          The woman has said we are all domestic terrorists. You really think that it’s just a matter of dust settling and getting someone who thinks that NRA members are terrorists to give us a good deal? This is a state where the “dust” includes our lawsuit against the Governor in his personal capacity, not official, for (effectively) malicious enforcement targeting our organization based on differing political views. This is a much bigger picture problem than you seem to be giving credit.

          There really is no other option than to survive and hopefully reform some options so the threat isn’t quite so great.

          1. I feel like we’re saying the same thing insofar as “reform to survive” is the order of the day.

            Where I think you may be reading into my comment is that “current dust is settled” implies a quick resolution, which I’m not saying or implying. The fever of ‘do something quick’ is not one I feel infected with.

            To be more precise – after compliance issues are resolved (which will take at least two years, my guess), the organization can – likely despite any pending suits that I’m aware of but perhaps not – consider some strategic steps to lower their vulnerability to the dissolution process in New York. This to my mind would involve incorporating a sister organization in a more friendly state, and divesting the existing organization greatly. It’s actions are few and it’s assets lean. Maybe it only sponsors a picnic every year, I don’t know. Do you see what I’m saying? You can reduce liability in New York long term. This is hard to do while you have open and public compliance questions. This is easier to do when those are cleared up. Nobody said that’s going to happen quickly. Reform and survival is the only option today, but this should be a wake-up call to do some risk-based strategic planning on the other end of the compliance tunnel.

            I really don’t think the lawsuits initiated by the NRA would be a barrier to this, nor do I think the AG’s comments would be. Compliance issues, yes. Remember, you’re not dissolving the original corporation in this scenario (there’s great motivation to preserve it), but you need to have an arguably clean bill of health on the compliance end to avoid triggering further meritorious investigations when you talk about divesting the organization.

      2. Nothing is impossible.

        They need to try. Just because there are some road blocks, doesn’t mean they can’t try. Hell, they can just start new org, sell the IP to it, and leave the original org there.

        NY will find anyway they can to kill the NRA. There is no reason to remain there.

      3. I can’t help but wonder how practical it would be to create a “shadow government” backup NRA organization in another State, one that is ready to take on the mantle of the NRA in case New York successfully kills the current NRA organization. It might not be easy to transfer assets to such an organization, but it might make it easier to rebuild, rather than build up from scratch.

        Although, if we’re going to think about this random thought experiment, what about the possibility of creating 50 different organizations, the “National Rifle Association of [State]”, one for each State, each with their own assets, and have these organizations come together under a single umbrella organization called “the National Rifle Association of America”?

        Although, now that my mind is going down this rabbit hole, I can’t help but wonder: does the NRA already do this, perhaps under some sort of affiliate program? If so, would this make the complete dissolution of the NRA more difficult than the NY AG might think it is?

        1. See Stephen’s comment: ‘Maybe it only sponsors a picnic every year, . . .’ Whether this is a good idea or not, it seems to be a ‘get out-a-Dodge’ strategy.

          If the NRA-1871 is a minuscule shell that only sponsors a picnic then it isn’t engaged in enough activities to be vulnerable to attacks on its compliance failures. It gets run as a squeaky-clean organization – feasible only because it’s too small to have failures.

          Lawyers can figure out how to do such things, provided they have time to gradually move to a better structure.

          The bigger question is whether WE the MEMBERS really want such an outcome? As badly as NRA has run off the rails with the threat of NY State’s power to react, do we really WANT to remove this power? (I.e., do we want NRA to escape from this scrutiny?) Or, now that we all recognize the potential for good here, shouldn’t we prefer to harness this power to keep NRA virtuous?

          (By the way, I am not naive in imagining that government can be a force for good. I’ve been through the wringer when I was young and I see how it is that government is more apt to be evil than good. Nevertheless, we live in a system of government – hopefully by our consent – that regulates bad conduct. Are NY’s rules for not-for-profit corporations rules that – when enforced by the judicial system – tend to do our organization more good than harm? Would we really prefer to move NRA to the Cayman Islands? If we members can’t be bothered to scrutinize the financial shenanigans of our association, aren’t we better off with a vicious watchdog doing this job for us (at NY taxpayers’ expense)?

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