The NRA has a new policy for protecting directors from legal liability, but none of the directors have actually seen it.
NRA general counsel John Frazer rebuffed multiple requests by board members to view a copy of the new Directors and Officers (D&O) policy, according to four sources on the board. An email exchange obtained by The Reload shows Frazer refusing to send a copy of the policy to director Rocky Marshall. He told Marshall the policy had not been issued and he did not have an estimate of when it would be, but he also said NRA leadership decided not to allow it to be shared except in person.
“Due to the unfortunate need to protect this confidential information from being leaked to the media and parties adverse to the NRA, the leadership decided that sensitive information such as your request will not be forwarded by email,” Frazer wrote to Marshall on August 13. “The policy form will be available for your review when we have it.”
Frazer told Marshall he could either review the new policy in person at the NRA’s headquarters in Fairfax, Virginia, or he could review it at the group’s Annual Meeting. The meeting has since been canceled. Frazer said “all similar requests” are being treated the same, and Marshall claimed six other board members had already been rebuffed in addition to him.
“It just seems so odd they’re going to such extremes to keep information from a director,” Marshall told The Reload when reached for comment about the emails. “I guess they feel like the Board of Directors is a threat and, therefore, they don’t want the board to have it. I mean, I’m not the only one that asked for this. At last count, I think I had about six different board members tell me that they also requested it, and they couldn’t get it either.”
NRA leadership did not respond to a request for comment.
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Marshall said he has served on multiple boards over the past 20 years and has never been denied access to materials such as insurance policies. He said the move is creating a “huge” and unnecessary problem.
“To have information denied to me as a board of directors member is quite shocking, especially in this case where the information they’re withholding is directly related to my role as a fiduciary,” he said. “The reasons that they gave that it was confidential are completely fabricated. That’s just all BS. Directors have the right of absolute inspection. That’s it. That’s their whole job.”
Marshall was one of the dissenting board members involved in the failed attempt to have an outside financial examiner appointed in the NRA’s failed bankruptcy gambit. Phillip Journey, another board member involved in the examiner attempt, said Frazer’s denial of access to the policy is “clearly unreasonable,” and he had discussed the matter with his legal counsel.
“When I discussed this with an attorney who represents a fortune 500 company, he confirmed my opinion that this is the ‘craziest s**t’ he’s ever seen,” Journey told The Reload. “New York law clearly mandates compliance with the request. A director must sue in court to enforce that right.”
Journey said he believes the lack of transparency is likely related to potential issues with the policy.
“My previous experience from service on the NRA Board decades ago told me if they really had obtained coverage and it wasn’t something they needed to hide, it would be shouted from the rooftops,” he said.
For his part, Marshall said he is upset about the situation and feels NRA staff is undercutting the board’s authority.
“Directors have a higher authority than staff people,” he said. “If one of my staff guys that worked for me refused to show me something, I would can his ass on the spot. So, for a staff person to say ‘no, you can’t have that,’ it’s just completely unbelievable.”
Originally Posted by ralph
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