The following e-filed documents, listed by NYSCEF document number (Motion 016) 348, 349, 350, 351, 352, 353, 354, 375, 391, 433, 438 were read on this motion to DISMISS. The following e-filed documents, listed by NYSCEF document number (Motion 017) 355, 356, 357, 358, 359, 360, 361, 362, 392, 439, 440, 441, 442, 443, 444, 445 were read on this motion to DISMISS. The following e-filed documents, listed by NYSCEF document number (Motion 018) 363, 364, 365, 366, 367, 368, 369, 370, 371, 393, 404, 405, 406, 431, 446, 447, 448, 449, 450, 451, 452, 453, 454, 456, 465, 466, 467, 468, 469, 470, 471, 472, 473, 474, 475, 476, 477, 478, 479, 545 were read on this motion to DISMISS. The Attorney General’s allegations in this case, if proven, tell a grim story of greed, self-dealing, and lax financial oversight at the highest levels of the National Rifle Association. They describe in detail a pattern of exorbitant spending and expense reimbursement for the personal benefit of senior management, along with conflicts of interest, related party transactions, cover-ups, negligence, and retaliation against dissidents and whistleblowers who dared to investigate or complain, which siphoned millions of dollars away from the NRA’s legitimate operations. The Attorney General’s Complaint seeks restitution and other monetary relief from four current and former NRA officers (to be repaid to the NRA), as well as their removal from NRA employment and permanent injunctions against serving as officers, directors, or trustees of any not-for-profit or charitable organization incorporated or authorized to conduct business or solicit charitable contributions in New York. However, the Complaint’s boldest claims target the NRA itself. Despite elsewhere casting the organization as the victim of its executives’ schemes, the Attorney General seeks an order “[d]issolving the NRA and directing that its remaining assets and any future assets be applied to charitable uses consistent with the mission set forth in the NRA’s certificate of incorporation.” The NRA and two of the four Individual Defendants (Wayne LaPierre and John Frazer) now move to dismiss all claims asserted against them in the Complaint. For the reasons described in this decision, Defendants’ motions are granted as to the first, second, sixteenth, and eighteenth causes of action in the Complaint, but are otherwise denied. In summary: The Attorney General’s claims to dissolve the NRA are dismissed. Her allegations concern primarily private harm to the NRA and its members and donors, which if proven can be addressed by the targeted, less intrusive relief she seeks through other claims in her Complaint. The Complaint does not allege that any financial misconduct benefited the NRA, or that the NRA exists primarily to carry out such activity, or that the NRA is incapable of continuing its legitimate activities on behalf of its millions of members. In short, the Complaint does not allege the type of public harm that is the legal linchpin for imposing the “corporate death penalty.” Moreover, dissolving the NRA could impinge, at least indirectly, on the free speech and assembly rights of its millions of members. While that alone would not preclude statutory dissolution if circumstances otherwise clearly warranted it, the Court believes it is a relevant factor that counsels against State-imposed dissolution, which should be the last option, not the first.1 The Attorney General’s remaining claims against the NRA and the Individual Defendants for violations of the Not-For-Profit Corporations Law (“N-PCL”), the Estates Powers and Trusts Law (“EPTL”), and the Executive Law are sustained. Two other claims — common law unjust enrichment and violation of the Prudent Management of Institutional Funds Act, which seek essentially the same financial relief as other claims — are dismissed on statutory grounds. BACKGROUND A. The NRA The National Rifle Association of America was chartered under New York law on November 17, 1871 (Amended and Supplemental Verified Complaint ["Complaint"]
17, 58 [NYSCEF 333]). The NRA’s stated purpose, at the time, was “the improvement of its members in marksmanship, and to promote the introduction of a system of army drill and rifle practice,…and for those purposes to provide a suitable range…in the vicinity of the City of New York” (id. 58; see NYSCEF 117 at 5 [copy of certificate of incorporation]). To that end, in 1872 the New York Legislature granted $25,000 in public funds to the fledgling group, for the purchase of land at Creed Farm in Queens County (Compl. 59). This land, which came to be known as “Creedmoor,” served as a rifle range for the NRA and the New York National Guard (id. 59). Over 150 years later, the NRA has “established itself as one of the largest, and oldest, social-welfare charitable organizations in the country” (id. 60). Though today the NRA’s principal place of business is in Virginia, it is still legally domiciled in New York, its ancestral home (id.
