Coming Clean The termination of Chief Operating Officer Darla Lindt was the last straw for four WPRA Directors. Part III — Questionable Practices What follows was based on interviews and Lindt’s documented evidence as supplied by portions of the resigned directors. WPRA Directors Jolee Jordan (Roping), Kim Thomas (Prairie), Kathi Myers (First Frontier) and Becky Nix (Great Lakes) resigned after the Board voted to terminate the contract for Darla Lindt, the Chief Operating Officer, who started in March 2021. During the course of her employment with the WPRA, Lindt had meetings with WPRA President Jimmie Munroe, Vice-President Heidi Schmidt, legal counsel Dana Eismeier and Pauline Davis, the external auditor with Logan, Thomas & Johnson, LLC, to express concerns regarding a lack of clarity in her duties and that of the office staff versus the roles of the Board of Directors and its committees, specifically the Business Committee (BC). “I had shared some of my concerns, specifically about my job description and role,” Lindt said. “There was just a lot of cross over. That’s why job descriptions are so important. They line out whose job is what.” The BC was created about the time of the PRCA, around 2008. Its purpose was to be a research arm of the Board. Jordan, who was a Director when the BC was created, explained: “We had things coming at us that were really beyond our expertise, so we formed the Business Committee to research things, like television contracts, and bring that information back to the Board so we could make informed decisions. It was never supposed to function as an audit or finance committee, we already had that in place to provide oversight of the Association’s finances. It was really supposed to be the research arm, and it’s really been perverted from that to something that’s a way to subvert the whole Board.” When Lindt came on board she found many inconsistencies with procedures left by the former COO and issues of overreach of the BC. After visiting with the external auditor, who like her, had extensive work within the non-profit industry, she started documenting a list of concerns in hope of righting the wrongs, some of which left her and the Board in legal jeopardy. The Final Incident The final straw was a Director’s treatment of the office staff. This wasn’t a new problem as it had been disclosed in exit interviews with former employees. Lindt intervened, hoping to facilitate better communication between the WPRA office and the Director in question by opening dialog. Two days later, Lindt was given a list of concerns and called up for “a performance review.” Predetermined Outcome “Was the whole Board weighing in on that? No, they were not,” said Lindt. “It was the majority side of the Board that literally all of my concerns had dealt with.” Thomas said the same, “The Business Committee put together concerns they had about Darla. I can tell you no one asked me what I thought.” Jordan called the list “juvenile,” and Myers felt that there wasn’t anything on the list that was uncommon on any officer in the first year of their position Nix called the list “ticky-tacky.” “They couldn’t provide any documentation of the complaints they had against Darla,” said Nix, “and Darla had a tremendous amount of documentation on what she had stumbled upon and our auditor agreed with it.” Lindt’s extensive documentation included examples of the BC’s actions beyond the limits of its authority and of the lack of internal controls in other important areas. Lindt also presented a letter of support from the WPRA’s external auditor, which was read aloud by President Munroe at the meeting, suggesting similar changes to bring the association up to code with non-profit practices. At the heart of the issues were significant financial irregularities and a pattern of excessive behavior by the BC that prevents the Association from functioning legally as intended. Lindt also provided the Board with a copy of both her job description and the agreement she signed. She also provided a letter from the WPRA office staff asking for more support and professionalism from the Board, which addressed one of her seven concerns. Inequitable Practices One concern on Lindt’s list involved that preferred some directors, but not others, on routine matters. As a result, some directors were hampered in their ability to perform the duties for which their membership elected them. This arbitrary and inconsistent handling of such matters created even greater financial inconsistencies, as evidenced by one invoice submitted and paid thrice in one of the issues outlined below. These are the types of irregularities that could jeopardize the WPRA’s tax-exempt status and risk its nonprofit charter. Lindt specifically pointed to the handling of director reimbursements. Reimbursement requests for some directors were handled right away, while others were delayed without any reasonable basis. Lindt stated that for true equitable practices of a non-profit, all reimbursement requests should be paid when submitted and incurred. Further, such request should be handled by the COO in accordance with established procedures, and not by a Board committee on an ad hoc basis. By way of example, Lindt provided an email exchange between the BC and Nix involving travel to one of the largest rodeos in her circuit. The exchange illustrated both the BC’s effort to exercise authority it does not have and the harmful consequences for membership of inconsistent and arbitrary decision-making at the Board level. Thomas faced a similar issue on travel reimbursement. Lindt also pointed out that the BC went around the COO and advanced $49,000 in Association funds for the 2021 awards in the Turquoise Circuit without any assurance thoses funds would be returned. Director Lacy Wilson claimed to have agreement with Eddy County for a grant through their Eddy County Lodgers Tax Initiative to cover these expenses. However, the WPRA had nothing in writing until Lindt pressed the issue. The vote authorizing the grant wasn’t to be held until 2022, so Eddy County itself could not guarantee there would be a grant at all. Plus, there was nothing in writing to ensure the grant proceeds would be paid to the WPRA. Nix was on the BC at the time. “You don’t spend money you don’t have on circuit final awards, period,” she said. “It took us months to get the money back. We fronted her $49,000, and every WPRA member needs to know it. If that grant hadn’t come through, we’re out that money!” She said it’s yet another example of a fiduciary duty breach and disregard for the WPRA’s bylaws. According to attorney Kappy Allen, the BC does not have the authority to commit almost $50,000 of the membership’s resources; that requires consideration and approval by the full Board. Rule 2.2.3 provides that the President shall not sign any contract on behalf of the WPRA that involves more than $10,000 without Board approval. “They make decisions like that because they’re going to help out one of their buddies,” Nix said. “Regardless of what we decided as a committee, this should have gone to a Board vote. They went straight to the accountant. Our by-laws specifically state that we can’t spend more than $10,000 without a Board vote.” The BC argued they had not exceeded the $10,000 limit because none of the individual invoices that comprised the $49,000 was more than $10,000. Jordan added, “They were very indignant that they didn’t approve a $49,000 expense. I said that it was disingenuous to say that regardless. If the sum total ends up over that for basically one event, you’re still approving that amount. Otherwise, you could avoid following the bylaw, by breaking every expenditure into smaller payments.” When the BC decided to go straight to the WPRA’s accountant, no one told Nix. “When they started talking about what they were going to do (on the email thread), just get them paid, they dropped Becky from the emails,” noted Jordan. “If they were voting to do it, they would have outvoted her, but why hide it from her? They knew she would blow the whistle on it. Like any decision, if you’re sure you’re making the sound business decision, why would you want to hide it?” Jordan said it goes back to the inequitable practices, which resulted in limiting some Directors’ ability to do their job in representing the membership. “Some directors can’t get approved to go to a single rodeo to represent their members for the cost of a couple of days per diem, but other directors get approval for the Association to front the money for an unauthorized disbursement of $50,000 because they like them,” she noted. “It just highlighted the unfairness. If you’re not on the team, they’re not going to help you do your job for your members.” Jordan said Lindt was doing her job by insisting upon a written agreement from Eddy County to reimburse the WPRA if the grant were approved. “She wanted something in writing besides some random email from someone she doesn’t know to prove we’re going to get paid back,” Jordan said. “That’s what you want your employee to be doing, covering the bases to make sure we’re not spending money we don’t have.” Double Billing? Lindt also uncovered issues with legal fees. Directors were visiting with legal counsel on their own, oftentimes discussing the same issue as another, which exposed the WPRA to multiple billings on the same topic, billings on directors’ personal matters and inconsistencies as to the information provided. While it’s not illegal for a Director to speak with legal counsel, speaking with the COO and taking the matter to the full Board is by far the better practice to avoid the wasting of membership’s money. In a recent incident, Lindt noted that the COO and office personnel weren’t notified when the BC directed WPRA legal counsel Dana Eismeier to prepare a contract for Kitty Herrin to run the WPRA’s stallion incentive program (PESI). The discussion went from doing away with the program to voting on an already drafted contract for a new manager. “The next thing I know, we’re voting to make Kitty Herrin in charge of the program,” said Nix. “They went behind our COO’s back and went straight to Dana. They had this contract written up for the program that was supposed to go away. Darla didn’t know they had found another coordinator until the meeting. They didn’t even talk to Hannah, who coordinates PESI through the office, to find out what needed to be fixed overall.” At the spring meeting, Lindt also learned that the BC has been reviewing and approving all contracts and agreements for the Association and critical mistakes have been made. She noted the WPRA World Finals contract left the Association vulnerable to a liability suit and that the Association’s Director and Officer’s Liability Policy had an exclusion that left severely curtailed the cover available in certain circumstances. “For me, the list of concerns really validated what I had been seeing for nine months,” said Lindt. “You can’t say it’s my responsibility and my authority and falls under the scope of my job, but somebody else does it, does it poorly, but you hold me responsible. That doesn’t work. “My whole thing was there is a better way. Let’s look at a better way. Let’s look at a way that we’re not grinding our gears and wasting our time with busy work and doing redundant things. There is a better way to operate a business like a finely oiled machine and you just move forward.” Shoot The Messenger For Myers, who had just come on to the WPRA Board, Lindt’s explanations of her issues were on point as she provided detail of what happened and what she did to work through it. “For two and half hours, Darla went down the list of issues the BC had prepared and explained how it was handled, why it was handled that way and what she thought the discrepancies were,” Myers said. “Darla’s list was really focused on the Business Committee. It was those five people making the decisions that created the discrepancies.” When Lindt left the call, in an effort to find some sort of resolution, Myers suggested since most of the issues Lindt had were with the BC, they should try rearranging the committee to see if it improved communications and procedures. “I suggested that two people should volunteer to step off the Committee and let a couple other Board members replace them and just see if the change in personalities and changes in points of view improved the situation and in 30 more days we could review again.” After Myers suggestion was met with mostly complete silence, Nix spoke up and volunteered to relinquish her spot on the BC, but only if she was replaced by Myers. There still was no comment from the members on the BC or the other Board members. Wilson spoke up with a motion to terminate Lindt and was seconded by Carla Beckett, the Mountain States Director, and a vote was taken. Myers, Nix, Jordon and Thomas along with two other Directors voted No. One Director abstained while the others voted in favor. “There was no discussion on the issues that Darla found,” said Thomas. “No what can we do to fix this. It was just ‘Let’s fire Darla.’” What Members Need Answered WPRA World Champion Kappy Allen, who has served as outside legal counsel on so many issues on behalf of the membership and individual members, put forth just a few of the questions that need to be addressed by the WPRA moving forward. “The Association continues to face challenges most members don’t even know about,” said Allen. “By way of example: What steps, if any, have been taken to address the financial and other irregularities uncovered by the recently fired COO? Why hasn’t the Board complied with our Bylaws to replace Business Committee members who have served longer than three years? What is the board doing to properly supervise the Business Committee? Why hasn’t our leadership made good on all the campaign promises made for transparency and equal representation for our roping members? Have our membership benefitted from our contract with the PRCA? If not, what steps are being taken to correct this? Who is running the Women’s Rodeo Foundation, which solicits donation from the public on the strength of our name and goodwill, and where does the money go? For a member driven association not to have any recourse against its own leaders, or even access to what their leadership is doing, is a recipe for disaster | 
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