Donors should sue Project Veritas' Board

(AP Photo/Pablo Martinez Monsivais, File)

Even among conservatives, James O’Keefe evinces mixed feelings. Some people love him for the work he does, some are put off by his tactics or seeming glee when he catches wrongdoers doing wrong.

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None of that matters when it comes to the shabby way that the Board of Directors has acted over the past couple of weeks.

I know next to nothing about the internal workings of Project Veritas. Nor do I know how difficult O’Keefe is to work for, and to what extent the staff members who complained about him have a legitimate gripe. None of the complaints seemed to go beyond O’Keefe being difficult to work for; there are, it seems, no allegations of sexual harassment or anything similar. As for the financial complaints, they are weak to laughable.

The complaints seem to boil down to: “James can be very demanding.” As if that is news. Don’t like it? Leave. The allegations of financial mismanagement seem equally weak, but perhaps there is more than has been revealed. In their statement to the public, the Board actually made a point of complaining that James rents “black” cars when he travels for fundraising and other purposes.

Horrors. The cars were black.

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O’Keefe gave his side of the story in an internal meeting that was videotaped, and while compelling, even riveting, I get that it is his take and thus skewed by his perspective. Yet it, too, is rather persuasive. He is certainly more compelling telling his story than anybody in the Board will ever be.

Again, for my argument, none of that matters.

Donors should sue the Project Veritas Board of Directors because they destroyed the organization. Blew it up. Right after its biggest story ever, and in a year that it collected more donations by far than any other.

The Council of Nonprofits lists the responsibility of Board members, and the Board did not meet the requirements:

What’s the role of the board of directors of a nonprofit corporation? ¿Cuáles son las responsabilidades legales de una junta directiva sin fines de lucro?

Just as for any corporation, the board of directors of a nonprofit has three primary legal duties known as the “duty of care,” “duty of loyalty,” and “duty of obedience.”

  1. Duty of Care: Take care of the nonprofit by ensuring prudent use of all assets, including facility, people, and good will;
  2. Duty of Loyalty: Ensure that the nonprofit’s activities and transactions are, first and foremost, advancing its mission; Recognize and disclose conflicts of interest; Make decisions that are in the best interest of the nonprofit corporation; not in the best interest of the individual board member (or any other individual or for-profit entity).
  3. Duty of Obedience: Ensure that the nonprofit obeys applicable laws and regulations; follows its own bylaws; and that the nonprofit adheres to its stated corporate purposes/mission.

However, a board of directors does not exist solely to fulfill legal duties and serve as a fiduciary of the organization’s assets. Board members also play very significant roles providing guidance to nonprofits by contributing to the organization’s culture, strategic focus, effectiveness, and financial sustainability, as well as serving as ambassadors and advocates. Beyond fulfilling legal duties, board members can be important resources for the organization in multiple ways.

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First of all, the Board did not ensure the prudent use of the organization’s goodwill, which amounts to its public reputation. For most intents and purposes, James O’Keefe IS Project Veritas. By publicly shaming him, requesting that he deceive the public, and encouraging employees to disparage him the Board blew up the organization. The Board itself deceived the public about O’Keefe’s status, suggesting he was on vacation when he was in fact suspended without pay.

That was a lie.

The organization lost hundreds of thousands of followers on Twitter since the story blew up, and thousands of people have sworn off supporting the nonprofit. Because they placed their faith in O’Keefe, not the Board. Nobody even gives a damn about who they are, and nobody has placed any trust in them.

They simply blew it up. It will never recover. The donors who gave money after the Pfizer story were cheated. Lied to and defrauded.

The backlash against Project Veritas is sufficient reason for the Board to Resign. But if they do, it’s unclear whether the organization can survive in its current form. The brand damage is immense.

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We don’t actually have a clue regarding why the Board was so set on getting rid of O’Keefe. If there were financial improprieties, the auditors the Board itself hired apparently failed to find them. Their complaints as described are very weak tea indeed. From the outside the dissatisfaction Board Members expressed should have been remedied through their own resignation.

If they didn’t like how O’Keefe, the founder and face of the organization, ran things they still failed to recognize that he was simply too integral to its success. And successful it was, regardless of whether you like what they do. They had a mission and were achieving the intended goals. So the Duty of Loyalty to the mission was also violated by those Board Members.

The only remedy, it seems to me, is the removal of the Board and a lawsuit against them. The Board likely has insurance against such lawsuits, and the particular terms of that insurance would determine their personal liability. But at the very least a successful lawsuit would prevent them from ever serving on a Board again.

As it should be.

I have always had mixed feelings about Project Veritas. I think O’Keefe uses unpleasant tactics, but recognize that those tactics accomplish his goals, mostly. A “nicer” guy would be more likely to persuade the persuadable, but also less likely to get the important stories.

But regardless of my personal feelings, having served as president of a nonprofit I know what a Board should do, and these guys are utter failures.

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