The board has a problem that is similar to LaPierre’s. It, too, is overwhelmed. It is a mass of 76 directors, almost none of which (other than a few retired military) have any experience in administering anything, let alone a $350 million corporation. Most are elected based on their skill at activism or in shooting. For most, it is the highest achievement of their life, their greatest boast, and so it is something to be protected at all cost. In its time, Ackerman McQueen pushed the idea that board membership was something like an award, rather than a responsibility. You receive the award, and show up for meetings where the leadership pats itself on the back and you give applause when the speaker pauses.
To be fair, how could anyone really “direct” a complex corporation, where they only meet three times a year and, being unpaid, have only some spare time for studying its affairs?
Like LaPierre, the board has its handlers, directors whom it blindly obeys in the hope that they know what is going on. They are not elected, and their identities most directors can only guess at. But these give the others their marching orders — it’s been decided to do this — and the rest obey.
The only way for a director to get elected is now through the Nominating Committee. On paper, this had the safeguard that that committee is chosen by secret ballot. In reality, as director Buzz Mills testified, directors are told who they are to vote for, and they follow their orders. The person who gets the most votes becomes its chair, so certain directors are told only to cast a single vote, for the selected chair, and he or she is elected like clockwork. They are not told who chose the chair or the members, but they follow the orders anyway. The Nominating Committee then decides who to nominate or renominate. This year, we’ve heard there is a mini-purge, the Nominating Committee refusing to renominate several directors who have been around for years, but were showing signs of dissent.
A concept to describe the board’s mindset: cognitive dissonance. It arose out of a study of a cult which believed that the world would end on a certain day. When that day passed, what did they do? Some accepted that they’d been awfully wrong. But most convinced themselves that they’d been right, their prayers had led God to change his mind. They were not only correct, but something like heroes who had saved the entire human race.
Here the conflict is like this: a director likes to think his or her greatest value is the protection of NRA and the Second Amendment. They are confronted with clear evidence that voting for and supporting LaPierre is likely to completely destroy the NRA and damage the Second Amendment. BUT they also know that opposing LaPierre will cost them their directorship and they’ll be ostracized.
If they are principled, of course, they go into opposition and accept the price. But that directorship is the greatest honor of their life, so a lot talk themselves into delusions so they can do the profitable thing yet not feel dishonored. LaPierre’s misdeeds were minor. He took $299,000 from NRA for his vacation travel? He must have been poorly advised. (How could anyone NOT know that was crooked?) It was spread over many years, if you look at it as a yearly average, it looks a lot less. It’s all Ackerman McQueen’s fault. It’s all in the past, things will be better now.
So the board is mislead (a politer term than swindled) into signing an employment contract for LaPierre (the first time the board has ever been asked to approve one for him) that just happens to talk about “reorganization,” and will be introduced in court to show that the board authorized the reorganization bankruptcy. Never mind, we will blindly ratify the bankruptcy anyway. We’ll shout down any director who objects. Anyone want to investigate the corruption? NO! We’ll let the Brewer firm (for whom LaPierre signs the paychecks) do that.
We’ll even take the corporation into an insane and doomed bankruptcy, so long as the unnamed insider group says that’s what we should do.