NRA goes chapter 11

I saw this on You Tube. Sounds official.

Bill

https://www.youtube.com/watch?v=M3lMdSV3s2w

https://www.nralegalfacts.org/?fbclid=IwAR2CiQqkyOIbi8--b7cwF7Xd6Gw-_D0M3shJZE3ysxl9SYIFTlf3RzHANzU

Looks like not only the citizens wised up and are making the exodus, now NRA is. Good move NRA.
Stan

Did anyone read what the NRA had to say? They said they were in better financial shape then they have ever been in and are filing chapter 11 and moving to Texas. Am i the only one that thinks thats a giant oxymoron and probably not legal.

Businesses use Chapter 11 to reorganize their affairs.  They can be pretty flush with assets and still file.  Chap.11 allows the company to try to negotiate a better deal with creditors and do other things.  If I recall correctly, in 2009 a "new" GM purchased the assets of the "old" GM under Ch 11.  Among the things Ch 11 does is place a stay on pending litigation, like NY's suit against the NRA.  

Being in "better financial shape" than ever, is just a relative thing and depends upon how one measures it.  A business can be in the best shape ever, and still on the verge of liquidation. I know it seems counter intuitive, but it's nevertheless possible.  

I suppose it's possible to make an illegal bankruptcy filing, but I believe something "illegal" (where criminal penalties attach) is rare.  I'm comfortable this one does not fall into the illegal category.  However, if there is a serious defect, the bankruptcy could decide to dismiss the case.  I would be surprised to see that happen.

Keep in mind that the NRA has first tier lawyers. They're not the sort who will make stupid, rookie mistakes.

LenV wrote:Did anyone read what the NRA had to say? They said they were in better financial shape then they have ever been in and are filing chapter 11 and moving to Texas. Am i the only one that thinks thats a giant oxymoron and probably not legal.

Being in better financial shape is contrary to what they were saying a year ago when they were cutting positions and had a $5 million election fine hanging over their heads. And I have not heard a word about the $5 million being paid. 

The statement from an entity going through bankruptcy I view the same as any defendants attorney's statement outside a courtroom, 100% PR spin. 

If they what to reorganize their debt and get leverage over their creditors lets not forget that our memberships are a form of liability.

Regarding the GM chapter 11, lets not forget that the shareholders of the old GM were wiped out none of their equity carried over to the new GM.

Here is the article from the WSJ:

The National Rifle Association filed for bankruptcy protection and said it plans to restructure itself as a Texas nonprofit, the latest twist in its legal battle with New York Attorney General Letitia James.
The gun rights group, a New York-registered nonprofit since 1871, said it was taking the measures “to exit what it believes is a corrupt political and regulatory environment in New York.”
The New York attorney general’s office, which oversees the state’s charities bureau, filed a lawsuit last August seeking to dissolve the NRA, alleging that insiders violated the state’s nonprofit laws by illegally diverting tens of millions of dollars from the group through excessive expenses and contracts that benefited relatives or close associates.
The NRA has denied the allegations and claimed they were politically motivated.

The NRA filed a chapter 11 bankruptcy petition Friday in U.S. Bankruptcy Court for the Northern District of Texas, court documents show, listing both assets and liabilities of $100 million to $500 million and more than 200 creditors.
In a statement, Ms. James said, “The NRA’s claimed financial status has finally met its moral status: bankrupt. While we review this filing, we will not allow the NRA to use this or any other tactic to evade accountability and my office’s oversight.”
Court documents show the NRA’s board authorized the chapter 11 petition and reorganization at a meeting on Jan. 7. The NRA said it would seek court approval to reincorporate in Texas.
“This strategic plan represents a pathway to opportunity, growth and progress,” NRA Chief Executive Wayne LaPierre said in a statement. “Obviously, an important part of this plan is ‘dumping New York.’”
Legal specialists said the bankruptcy filing, at the minimum, would complicate and delay the attorney general’s lawsuit against the NRA. Organizations often file for bankruptcy to pause litigation brought against them.
Legal experts said there are risks to the NRA in the chapter 11 filing. The group will now be subject to supervision by a bankruptcy court where creditors can object to spending decisions and demand transparency into financial dealings.
Adam Levitin, a Georgetown University law professor who specializes in bankruptcy law, said one danger for the NRA is the courts may determine the bankruptcy petition doesn’t have a legitimate purpose. “There’s no obvious reorganizational purpose here, it’s just, ‘We want to screw over the New York AG,’” Mr. Levitin said.
He said the New York attorney general’s office could seek to have the chapter 11 case dismissed or the ask the bankruptcy court to appoint an independent trustee, which could wrest control of the group from Mr. LaPierre.
In addition to the NRA itself, the attorney general’s lawsuit last August named four current or former NRA officials as defendants, including Mr. LaPierre. “The lawsuit against those individuals should not be affected by the bankruptcy filing,” said Jason Lilien, a nonprofit attorney at Loeb & Loeb.
As for the NRA’s plan to move to Texas, New York law requires a nonprofit to get approval from the state’s attorney general to shift its assets to another entity, says James Fishman, a Pace University Law professor and co-author of a book on nonprofit law.
“There’s no way that’s going to happen until there’s a total change in the board and the AG is satisfied the organization has been cleaned up,” Mr. Fishman said.
“The NRA’s petition will pit the power of the state to govern its corporations against the power of the federal bankruptcy court to oversee the affairs of an organization that seeks its protection,” said Bob Lawless, a bankruptcy professor at the University of Illinois College of Law.
The NRA said its restructuring plan aims to streamline costs and expenses, and there would be no immediate changes to NRA operations or its advocacy work.
In announcing the moves, the NRA said it was “in its strongest financial condition in years.” The group didn’t provide additional financial details.
For 2019, the most recently reported year, the NRA posted a $12 million deficit and a 34% drop in membership dues, as it grappled with internal turmoil and external legal probes related to alleged expense abuses by its top officials.
Although the group hasn’t reported 2020 financials, its revenue early in the year came under strain amid the pandemic, as the NRA was forced to cancel its annual meeting and some fundraising events.

Mr. LaPierre was a major focus of New York’s lawsuit, which alleged that the NRA chief spent $3.6 million of NRA funds over the prior two years on unwarranted travel consultants, flew family members on NRA-paid private jets when he wasn’t aboard and secured a $17 million post-employment contract for himself without board approval.
The NRA has defended those expenses as appropriate, but in a late November tax filing it said Mr. LaPierre had repaid the group $300,000 related to travel expenses.
In separate legal action, the NRA also has been seeking to move the New York attorney general’s lawsuit from Manhattan to a potentially friendlier venue, either in Albany, N.Y., or in federal court. The attorney general’s office has opposed those moves.
In response to the NRA news, Texas Gov. Greg Abbott, a Republican, tweeted, “Welcome to Texas—a state that safeguards the 2nd Amendment.”
—Alexander Gladstone and Andrew Scurria contributed to this article.
Write to Mark Maremont at mark.maremont@wsj.com and Jonathan Randles at Jonathan.Randles@wsj.com
Copyright :copyright:2020 Dow Jones & Company, Inc. All Rights Reserved. 87990cbe856818d5eddac44c7b1cdeb8
Appeared in the January 16, 2021, print edition as 'NRA Files for Bankruptcy, Will Restructure.'

Here is the article from the NYT:

Seeking an end-run around an investigation by the New York attorney general, the National Rifle Association said Friday that it was declaring bankruptcy and would reincorporate in Texas. The gun group was set up in New York after the Civil War.

The group’s effort to circumvent New York’s legal jurisdiction raised immediate questions from Letitia James, the New York attorney general and a Democrat, who is seeking to use her regulatory authority to dissolve the N.R.A. She has been conducting an investigation into corruption at the gun group since 2019.

“The N.R.A.’s claimed financial status has finally met its moral status: bankrupt,” Ms. James said in a statement Friday. “While we review this filing, we will not allow the N.R.A. to use this or any other tactic to evade accountability and my office’s oversight.”

Ms. James’s investigation has come as the N.R.A. has been racked by infighting and discontent, including the bitter departures of its president, Oliver L. North, and its top lobbyist, Chris Cox. Long the nation’s most powerful gun lobby, the N.R.A. played a diminished role in the 2020 election, hampered by financial woes and a host of legal challenges.

Typically, nonprofit groups that are chartered in New York and under investigation are prohibited from relocating their assets during an inquiry; in recent years, the attorney general’s office prevented the Trump Foundation from closing before it had reached the conclusion of an investigation into that organization.

The bankruptcy filing could delay the resolution of the attorney general’s case while the matter is litigated in bankruptcy court.

“Under this plan, the Association wisely seeks protection from New York officials who it believes have illegally weaponized their powers against the N.R.A. and its members,” William A. Brewer III, the N.R.A.’s lead outside lawyer, said in a statement.

But the group’s adversaries saw the move as an opportunistic effort to evade a reckoning with the attorney general’s office.

“They are desperate and they are seeking novel recourse in their desperation,” said Nick Suplina, a former senior adviser and special counsel in the New York attorney general’s office who now works for Everytown, the gun control group. “I think this is a long-shot effort by the N.R.A. to avoid liability in New York, and it has a very slim chance of succeeding.”

Editors’ Picks


The N.R.A. and a subsidiary filed Chapter 11 petitions in the United States Bankruptcy Court in Dallas. It reported between $100 million and $500 million in assets and the same amount in liabilities.

Sean Delany, a former chief of the charities bureau in the New York attorney general’s office, the division that handled the case, questioned whether “the filing accurately represents the N.R.A.’s financial position.”

Mr. Delany worked at the attorney general’s office when another high profile nonprofit group, the Freedom Forum, reincorporated amid an investigation into its spending practices, but that did not forestall penalties being levied.

“Our position was you can dissolve your corporation here and relocate, but the assets remain in New York and subject to the jurisdiction of the attorney general,” he said.

Bankruptcy, however, adds a new wrinkle.


The N.R.A. said Friday that Marschall Smith, a former general counsel for 3M Company, would serve as its chief restructuring officer.

It also said it had also formed a committee to examine moving its headquarters out of Fairfax, Va., and that it would study “opportunities for relocating segments of its business operations to Texas or other states.”

Wayne LaPierre, the longtime chief executive of the N.R.A., said in a statement that “this strategic plan represents a pathway to opportunity, growth and progress.”

“Obviously, an important part of this plan is ‘dumping New York,’” he added. “The N.R.A. is pursuing reincorporating in a state that values the contributions of the N.R.A., celebrates our law-abiding members, and will join us as a partner in upholding constitutional freedom. This is a transformational moment in the history of the N.R.A.”

The N.R.A. has weathered years of revelations about its spending and oversight practices, including hundreds of thousands of dollars spent on Mr. LaPierre’s Zegna suits and far-flung travel to places like the Bahamas, Palm Beach, Reno and Italy’s Lake Como. The group even once explored buying a $6 million mansion in a Dallas-area gated community for his use. Last August, Ms. James, whose office has jurisdiction over New York charities, sued the N.R.A., seeking its closure along with tens of millions of dollars in restitution from Mr. LaPierre and three other executives.

In alleging widespread corruption, she claimed that the N.R.A. paid a personal travel consultant for Mr. LaPierre $13.5 million, largely through no-bid contracts. Private flights were chartered for Mr. LaPierre’s wife and his niece, according to the complaint. During trips to the Bahamas, he made use of a 108-foot yacht called “Illusions” owned by an N.R.A. contractor. He lavished gifts from Neiman Marcus and Bergdorf Goodman on his inner circle, and once put his niece up at a Four Seasons hotel for eight nights at a cost of more than $12,000, the complaint said.

The N.R.A. almost immediately filed suit in federal lawsuit against Ms. James’s office, claiming her action was politically motivated and violated the organization’s First Amendment rights. But the group conceded in recent tax filings that Mr. LaPierre and other executives had received hundreds of thousands of dollars’ worth of improper benefits from the group, which were reimbursed.

“The N.R.A. cannot be allowed to declare bankruptcy to try to escape potential criminal and civil accountability in New York,” said Kris Brown, president of the Brady Campaign, a gun control group. “The N.R.A. can run, but they can’t hide, and their days are numbered. No organization is above the law.”

Danny Hakim is an investigative reporter for the business section. He has been a European economics correspondent and bureau chief in Albany and Detroit. He was also a lead reporter on the team awarded the 2009 Pulitzer Prize for Breaking News. @dannyhakim • Facebook

A version of this article appears in print on Jan. 16, 2021, Section A, Page 20 of the New York edition with the headline: N.R.A. Seeks Texas Reboot As It Declares Bankruptcy. Order Reprints | Today’s Paper | Subscribe

So, what happens to the lifetime memberships under the "restructuring"?

Wile E Coyote wrote:So, what happens to the lifetime memberships under the "restructuring"?

Depends on what agreement is made between the debt holder groups that the court approves. 

One thing I would be surprised to see is members paying the big $ hiring a lawyer to represent them in this.  

Without representation our interest will not be considered by the court.

The NRA has been slowly dying for some time now. I have been through a few restructuring in my work life; I can say that if new leadership and investors are not found or new members, the organization will continue to decline in spite of the restructuring. In my conversations with younger people that are pro gun, the NRA is of no or little interest and most feel that the NRA does not represent them well. I agree with them.

Wile E Coyote wrote:So, what happens to the lifetime memberships under the "restructuring"?

For what it’s worth a lengthy statement by Wayne Lapierre unequivocably said that all membership modes will be Honored.

Go to nraforward.org to read.

mhayford45 wrote:In my conversations with younger people that are pro gun, the NRA is of no or little interest and most feel that the NRA does not represent them well. I agree with them.

I cannot help but wonder where we'd be with the 2nd Amendment without NRA lobbying.  The fact NY has gone after them so hard suggests the anti gun folks continue to be worried about the NRA.  I don't have an inside track on the allegations about NRA leadership, so I have no idea about what is true or false.  I learned long ago that we cannot necessarily believe what we read in the press or in lawsuits, or what some supporters or detractors might claim.  Everyone has an opinion, and most just parrot things that support their world view.
 
Who do you and the younger pro gun folks think represents them well, or just better than the NRA?  I've looked at other 2nd Amendment advocacy groups, but none come even close in size to the NRA.  In fact, the aggregate membership of all the other players in the arena appears to be only a small fraction of the NRA's size.  In my never to be humble opinion, when it comes to the 2nd Amendment, size matters.  And, how you use it also matters.  Are you folks supporting a group which represents your values best, or are you all just waiting for the 'end of days (for gun ownership)?'

Our complaints are generally competition support based, not 2nd Amendment related. Imho

       "And, how you use it also matters.  Are you folks supporting a group which represents your values best, or are you all just waiting for the 'end of days (for gun ownership)"

   I was a 2nd amendment member for a few years while I work, bur went back to the NRA because of their voice with 2nd A representation for us. I think they could improve on the competition side some.
Stan

I miss the NRA from the days when they had real gun writers---

8eightring wrote:I miss the NRA from the days when they had real gun writers---

That most likely would be pre-Cincinnati 1977

I wonder what the objections were to the option, if it was discussed, to just MOVING to Texas?  It seems New York has done a great job of making a Chapter Eleven filing in that state, extremely difficult.  Plenty of other companies are exiting NY with apparent ease.

NRA's charter is with the state of NY. That charter is what rules NRA's activity no matter where the headquarters physical presence is. The NY AG's investigation is due to all of the public news about excessive spending on travel, self dealing with vendors and the like. Moving to Texas does not fix anything other than possibly picking a state that does not take seriously the oversight of non-profits. Another issue for members is that the NRA will need a new charter for Texas. Will it be the same? Will the original founders motivation be maintained?

Time will tell.

If the NRA really wants to help competitive shooters, they should do a bulk purchase of .22 ammo, primers and bullets and make them available to members only at not for profit prices. 

2nd amendment is important, but not exclusively important and I am sure tired of them constantly trying to whip the membership into a state of 2nd amendment frenzy and then insistent on one sending money immediately. BTW, I am a life member. This is not a leadership strategy; it is a dividing and call to arms with americans against americans. I am ok with compromise and working together.

REConley wrote: Another issue for members is that the NRA will need a new charter for Texas. Will it be the same? Will the original founders motivation be maintained?

The NRA is not just trying to move its physical location to Texas.  Rather, it is trying to change its state of legal domicile/charter/incorporation.  A physical move alone would not help. If permitted by the bankruptcy court, it would arguably deny NY jurisdiction over the NRA for its corporate affairs.  IMO, they should have done this before long ago.  It's not like NY's contempt for the NRA was a secret.  

For those who may not know, a charter is just another way of describing "articles of incorporation."  It is hard for me to imagine that NRA would change what it is and its mission, except perhaps to add lobbying for the 2nd Amendment.  Back when it was formed, an assault on the 2nd Amendment wasn't on anyone radar screen, so there probably wasn't a reference to it.

mhayford45 wrote:2nd amendment is important, but not exclusively important and I am sure tired of them constantly trying to whip the membership into a state of 2nd amendment frenzy and then insistent on one sending money immediately. BTW, I am a life member. This is not a leadership strategy; it is a dividing and call to arms with americans against americans. I am ok with compromise and working together.

I suppose reasonable minds can differ about the degree of importance to attach to the 2nd Amendment.  But, "exclusively important?"  No one I know has said, or even suggested, that one right is important to the exclusion of any of the others.  It's just that we tend to focus attention and efforts to any part of the Constitution that is under attack, like the current attack on the 1st Amendment.  (And yes, I know it doesn't apply to non-government entities; however, there is a problem when people in government call for private industry to do what the government can't, and go so far as to even specify what should be censored.  So, who gets to decide what should be censored?  Apparently, the government thinks it should, but by proxy).

We've seen compromise after compromise on guns.  Everyone is now satisfied with the state of the things and there are no more calls for outlawing firearms, right?  

This does not justify the NRA's poor leadership and Chapter 11 endeavor which was the topic being discussed.

mhayford45 wrote:This is not a leadership strategy; it is a dividing and call to arms with americans against americans.

This does not justify the NRA's poor leadership and Chapter 11 endeavor which was the topic being discussed.

Okay, you don't like NRA leadership.  However, you assert a conclusion as true without any facts to back it up.  You also appear to complain about a deviation from the original topic, when you are the one who took us on the detour.  If there was a point, it got by me.  

Just so we are clear, you are the one who changed the subject.  I only replied to some, but not all, of your provocative statements.  Suffice it to say, (1) it's widely acknowledged and accepted that we are a divided country, with or without the gun rights issue, (2) I have not seen the NRA call for us to get into a neighbor-against-neighbor shooting war, and (3) I don't have any inside knowledge about NRA leadership and do not come to negative conclusions I cannot support with facts.   I've read the dirt.  It may be true; maybe not.  I know what I don't know.  

Anyway, if the NRA had called for a shooting war, where has the media been?  Wouldn't they be pissing all over themselves?

On a different topic, I agree that it would be great if the NRA could provide products to its members, like CMP does.  It might be hard to offer bullets, because of all the different ones on the market and in use.  I'd settle with some primers, which are more generic.  However, given what I suspect to be the rate money is flowing out the door, I don't see it happening anytime soon.  Too much money required to get it started, plus the costs for staff & inventory.

Back to the topic.  At the bottom line, the NRA is fighting for its existence.  The AG in New York campaigned on putting the NRA out of business, and lawsuit is pretty clearly aimed at silencing our voices, and neutralizing the NRA's influence.  The lawsuit may be the single most consequential move toward taking our guns we've ever seen.  Lobbying keeps us in the legislators' faces, and just in terms of size, gives us clout.  If the NRA gets retired from the battlefield, we're screwed - assuming a white knight doesn't come to the rescue.  I have no prediction whether the Ch.11 will work in whole or part, but I believe it was a smart move to try.  The NRA is a conservative group in a fight (but not a physical one) with a liberal prosecutor in a liberal jurisdiction.  It's a terrible combination.  When you are in survival mode, you have to try anything and everything that has a chance of working.  Remember: if you don't ask, you don't get.

Ok, info has been dispersed, you can get more details and discussion elsewhere on the internet.  Back to Bullseye.