U.S. GOVERNMENT PUBLISHING OFFICE

WASHINGTON : 

1 

59–006 

" ! HOUSE OF REPRESENTATIVES 

114TH CONGRESS

2d Session 

REPORT

2016

114–795 

House Calendar No. 154 

IN THE MATTER OF ALLEGATIONS 

RELATING TO REPRESENTATIVE 

DAVID MCKINLEY 

R E P O R T 

OF THE

COMMITTEE ON ETHICS 

SEPTEMBER 28, 2016.—Referred to the House Calendar and ordered to 

be printed 


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(II) 

COMMITTEE ON ETHICS 

CHARLES W. DENT, Pennsylvania, 

Chairman 

PATRICK MEEHAN, Pennsylvania 

TREY GOWDY, South Carolina 

SUSAN W. BROOKS, Indiana 

KENNY MARCHANT, Texas 

LINDA T. SA ́ NCHEZ, California, 

Ranking Member 

MICHAEL E. CAPUANO, Massachusetts 

YVETTE D. CLARKE, New York 

TED DEUTCH, Florida 

JOHN B. LARSON, Connecticut 

REPORT STAFF

THOMAS A. RUST, Chief Counsel/Staff Director 

PATRICK M. MCMULLEN, Director of Investigations 

CLIFFORD C. STODDARD, Jr., Counsel to the Chairman 

DANIEL J. TAYLOR, Counsel to the Ranking Member 

MOLLY N. MCCARTY, Investigator 

MICHAEL KOREN, Investigative Clerk 


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(III)

LETTER OF TRANSMITTAL 

HOUSE OF REPRESENTATIVES, 

COMMITTEE ON ETHICS, 

Washington, September 28, 2016. 

Hon. KAREN L. HAAS, 

Clerk, House of Representatives, 

Washington, DC. 

DEAR MS. HAAS: Pursuant to clauses 3(a)(2) and 3(b) of rule XI 

of the Rules of the House of Representatives, we herewith transmit 

the attached report, ‘‘In the Matter of Allegations Relating to Representative David McKinley.’’ 

Sincerely, 

CHARLES W. DENT, 

Chairman. 

LINDA T. SA ́ NCHEZ, 

Ranking Member. 


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C O N T E N T S 

Page 

I. INTRODUCTION ............................................................................................. 1 

II. HOUSE RULES, LAWS, REGULATIONS, AND OTHER STANDARDS 

OF CONDUCT .............................................................................................. 3 

III. BACKGROUND ................................................................................................ 4 

A. HISTORY OF MCKINLEY & ASSOCIATES .................................. 4 

B. INITIAL REQUESTS FOR ADVICE AFTER REPRESENTATIVE MCKINLEY’S ELECTION ................................................... 7 

C. REPRESENTATIVE MCKINLEY’S FORMAL ADVISORY OPINION .................................................................................................. 9 

D. FURTHER COMMITTEE ACTION AND INQUIRY ..................... 13 

IV. FINDINGS ........................................................................................................ 15 

A. EIGA SECTION 502 AND HOUSE RULE XXV ............................ 15 

B. HOUSE RULE XXIII, CLAUSES 1 AND 2 .................................... 18 

C. EIGA SECTION 501 ......................................................................... 21 

V. CONCLUSION .................................................................................................. 22 

VI. STATEMENT UNDER HOUSE RULE XIII, CLAUSE 3(c) ......................... 22 

APPENDIX A: LETTER OF REPROVAL .............................................................. 23 

APPENDIX B: EXHIBITS TO COMMITTEE REPORT ....................................... 27 

APPENDIX C: REPRESENTATIVE MCKINLEY’S SUBMISSIONS TO THE 

COMMITTEE ....................................................................................................... 146 


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1 5 U.S.C. app. § 502(a). 

2 House Rule XXV, cl. 2. 

House Calendar No. 154 

114TH CONGRESS REPORT " ! HOUSE OF REPRESENTATIVES 2d Session 114–795 

IN THE MATTER OF ALLEGATIONS RELATING TO 

REPRESENTATIVE DAVID MCKINLEY 

SEPTEMBER 28, 2016.—Referred to the House Calendar and ordered to be printed 

Mr. DENT, from the Committee on Ethics, 

submitted the following 

R E P O R T 

In accordance with House Rule XI, clauses 3(a)(2) and 3(b), the 

Committee on Ethics (Committee) hereby submits the following Report to the House of Representatives: 

I. INTRODUCTION 

For more than thirty-five years, the Ethics in Government Act 

(EIGA) has prohibited a Member of Congress from (1) ‘‘receiving 

compensation for affiliating with or being employed by a firm . . . 

which provides professional services involving a fiduciary relationship,’’ and (2) ‘‘permit[ing] his name to be used by any such 

firm[.]’’ 1 House Rules have included a corresponding prohibition for 

almost twenty-five years.2 The Committee has consistently applied 

these restrictions to certain firms providing professional services, 

including but not limited to medicine, law, and architecture. Notably, the restrictions on the use of a Member’s name are absolute 

and are not tied to the receipt of compensation by the Member or 

any other affiliation with the firm. These restrictions can seem onerous to new Members, particularly for those who have worked 

hard over many years to build a business and their own professional reputation. However, these restrictions are an important 

part of the House’s conflicts of interest protections, and they are 

applied equally to all Members. 

As a part of its advisory function, the Committee routinely provides new Members with confidential guidance on how to comply 

with the fiduciary restrictions. EIGA expressly grants the Committee sole authority to administer these restrictions for Members 


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3 5 U.S.C. app. § 503(1)(A). 

4Formal advisory opinions confer upon the requesting individual protection from any ‘‘adverse 

action [by the Committee] in regard to any conduct that has been undertaken in reliance on 

a written opinion if the conduct conforms to the specific facts addressed in the opinion.’’ Committee Rule 3(k). In addition, the Committee is precluded from using information provided to 

the Committee by a requesting individual ‘‘seeking advice regarding prospective conduct . . . 

as the basis for initiating an investigation,’’ provided that the requesting individual ‘‘acts in good 

faith in accordance with the written advice of the Committee.’’ Committee Rule 3(l). 5Some new Members attempt to convince the Committee that the fiduciary restrictions do not 

apply to their firm. The Committee considers any well-reasoned argument, but such consideration can delay the advisory process. 6 Representative McKinley also argued that, despite previous Committee guidance to the contrary, the Firm should be permitted to continue to operate under its current name given the 

relationship of Representative McKinley’s family name to the engineering industry in West Virginia. As Section III discusses, the Committee considered these arguments but concluded that 

they were either incorrect or insufficient to affect the outcome. 

of the House.3 Thus, every two years the Committee instructs 

newly elected Members who are affiliated with firms that implicate 

the fiduciary restrictions to take steps to comply with the statute. 

This guidance can take the form of either informal advice provided 

by the Committee’s nonpartisan professional staff or formal advisory opinions issued by the Chairman and Ranking Member of the 

Committee.4

The fiduciary restrictions apply immediately upon a Member’s 

swearing-in. However, extricating a Member from a firm, whether 

through winding down the firm or a sale of the Member’s interest 

along with a concomitant name change, can take time.5 Thus, the 

Committee will take no adverse action against a Member who continues to be affiliated with a firm that provides professional services involving a fiduciary relationship, so long as the Member is 

working with the Committee in good faith to comply with the restrictions. If a Member fails to work with the Committee in good 

faith, or simply ignores the Committee’s guidance, the Committee 

has no choice but to take corrective action. 

In 1981, Representative David McKinley founded the engineering 

firm now known as McKinley & Associates (the Firm), where he 

was a principal and worked as an engineer until his election to 

Congress in 2010. The Firm also provides architectural services. 

From at least November 2010, until June 2011, the Committee advised Representative McKinley regarding the Firm. The Committee’s advice, provided both informally and in a formal advisory 

opinion letter dated June 24, 2011, instructed Representative 

McKinley that the Firm, which carries his name, would have to 

change its name, given its fiduciary responsibilities. 

Representative McKinley did not follow the Committee’s advice. 

Instead, after receiving the Committee’s June 24, 2011, letter, Representative McKinley ceased communicating with the Committee 

and sold his shares in the Firm to the Firm’s Employee Stock Option Plan (ESOP), with the Firm’s name intact. When Representative McKinley filed his calendar year 2011 Financial Disclosure 

Statement, on May 15, 2012, that statement indicated that the 

Firm still operated as McKinley & Associates. The Committee then 

contacted Representative McKinley, reiterated its guidance, and 

sought an explanation of Representative McKinley’s efforts to comply with the fiduciary restrictions. Representative McKinley responded that, due to the sale of the firm, he was now powerless to 

change the name of the Firm, and absolved from doing so under 

the law.6


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7 5 U.S.C. app. § 502(a). This Section of EIGA has been incorporated into the House Rules at 

House Rule XXV, cl. 2. 8See Black’s Law Dictionary 658, 1315 (8th ed. 2004). 9 5 U.S.C. app. § 503(1)(A). 

10See House Ethics Manual (2008) at 215 (hereinafter Ethics Manual) (citing House Bipartisan Task Force on Ethics, Report on H.R. 3660, 101st Cong., 1st Sess. (1989)). 11 Id. 12 House Bipartisan Task Force on Ethics, Report on H.R. 3660, 101st Cong., 1st Sess. at 16 

(1989) (emphasis added). 

Given Representative McKinley’s actions, the Chairman and 

Ranking Member authorized Committee staff, pursuant to Committee Rule 18(a), to investigate potential violations of EIGA and 

House Rules related to the Firm, its name, and its operations. 

Committee staff reviewed documents received from Representative 

McKinley and from the Firm, and interviewed the President of the 

Firm, who also serves as trustee for the ESOP. Following its investigation, the Committee concluded that Representative McKinley’s 

decision to sell the Firm, with the name intact, violated EIGA and 

the House rules, even though Representative McKinley relied on 

the advice of his attorney when making that decision. Therefore 

the Committee voted to issue this Report, along with a Letter of 

Reproval to Representative McKinley for his conduct. 

II. HOUSE RULES, LAWS, REGULATIONS, AND OTHER 

STANDARDS OF CONDUCT 

EIGA Section 502(a) prohibits a Member from ‘‘receiv[ing] compensation for affiliating with or being employed by a firm, partnership, association, corporation, or other entity which provides professional services involving a fiduciary relationship,’’ and from 

‘‘permit[ting] his name to be used by . . . a firm, partnership, association, corporation, or other entity [that provides professional services involving a fiduciary relationship.]’’ 7 For both of these prohibitions, a threshold question is whether the entity in question provides services involving a fiduciary relationship. The statute does 

not define fiduciary. Generally, however, a fiduciary duty implies 

an obligation to act in another person’s best interests or for that 

person’s benefit, or a relationship of trust in which one relies on 

the integrity, fidelity, and judgment of another.8 By statute, the 

Committee has the sole authority to administer these restrictions 

for Members of the House.9

The concern posed by these sorts of services is twofold: primarily, 

the House was concerned that a Member who held a fiduciary duty 

to a private client or clients might be susceptible to unique problems of conflicts of interest in his official duties, but also, the 

House believed the compensation ban was necessary to fully effectuate its ban on honoraria, which it worried could reemerge in the 

form of professional fees.10 The Ethics Task Force that developed 

these rules advised that ‘‘in order for the underlying purposes to 

be achieved, ‘the term fiduciary [should] not be applied in a narrow, technical sense.’ ’’ 11 The Task Force thus said that it 

‘‘intend[ed] the ban to reach, for example, services such as legal, 

real estate, consulting and advising, insurance, medicine, architecture, or financial.’’ 12 The Committee, in interpreting the ban, has 

relied on that list of professions, as well as the treatment of the 


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13 Ethics Manual at 216. 14 Id. at 222 (emphasis added). 15See House Bipartisan Task Force on Ethics, Report on H.R. 3660, 101st Cong., 1st Sess. 

at 16 (1989) (‘‘the fact that a Member, officer, or employee is presently associated with a law 

firm founded by, and still bearing the name of, his father would not require the firm to drop 

the ‘family’ name.’’). 16 As discussed more fully below at Section III.C–E, the facts regarding the nature of the 

Firm, its predecessors, Representative McKinley’s ownership of it, and Representative 

McKinley’s father’s involvement with it have been the subject of much confusion, mostly due 

to incorrect representations made by Representative McKinley’s former counsel. This section, 

rather than deal with those ambiguities, attempts to compile the facts about the Firm as the 

Committee currently understands them, after its investigation. 17 Representative McKinley Appearance. 

particular industry under state agency law with respect to fiduciary duties, and regulations issued for the executive branch.13

If indeed a Member has an association with a firm providing fiduciary services under this definition, Section 502 bans both the receipt of compensation and the use of the Member’s name. Note that 

the use of the Member’s name is specifically not tied to compensation, so a Member cannot avoid that part of the ban simply by foregoing any compensation for use of the name. The ban, however, 

does not apply where the use of the Member’s name in fact reflects 

a ‘‘family’’ name. The Ethics Manual provides an illustrative example: 

Member Jane Doe is a certified public accountant. Prior to 

her election, she was employed by the accounting firm of 

Doe & Moe, named for its founder and her father, Joe Doe. 

Since the firm was not actually named for her, it does not 

have to change its name upon her election.14

Based on that advice, and based on the legislative history of Section 502,15 the ‘‘family name’’ exception is fairly specific—it refers 

to situations in which the ‘‘name’’ of the firm does not actually 

refer to the Member, but rather to someone in his or her family. 

Another statute, 5 U.S.C. app. § 501, prohibits firms that practice 

before federal agencies from using the name of a Member of Congress in advertising the business. 

As a practical matter, when Members are elected to the House 

and have associations with either of these sorts of businesses, the 

Committee consistently advises them that the appropriate course of 

action is to cease receipt of any compensation and to remove their 

name from the business and its materials. 

Finally, House Rule XXIII, clauses 1 and 2, provide that a Member ‘‘shall behave at all times in a manner that shall reflect 

creditably on the House,’’ and ‘‘shall adhere to the spirit and the 

letter of the Rules of the House.’’ 

III. BACKGROUND 

A. HISTORY OF MCKINLEY & ASSOCIATES 16

Prior to Representative McKinley’s election to the House, he 

worked as a licensed professional engineer at the Firm, of which 

Representative McKinley was also an officer and director. According to its Web site, the Firm opened its doors in 1981. Representative McKinley told the Committee that he left a large industrial 

construction firm and ‘‘struck out to be a sole practitioner in architecture and engineering practice.’’ 17 The Firm has operated as 

‘‘McKinley & Associates’’ since 1989; prior to that, Representative 


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18 Exhibit 1. 19See W.V. Code §§ 30–12–2(4), 30–12–4. As noted in more detail infra, Representative 

McKinley has disputed and continues to dispute the finding that the Firm provides fiduciary 

services covered by EIGA. His dispute is wholly unsupported by the law. See infra n. 70. 20 Representative McKinley Appearance. 21 Id. 22 Id. 23 Id. 

McKinley operated a sole practitioner’s office focused on engineering services known as ‘‘McKinley Engineering,’’ which he folded 

into the Firm once it began offering architectural services as well. 

The Firm ‘‘engages in the businesses of professional engineering 

and architecture through its employed professionals.’’ 18 West Virginia law deems architecture—the primary service provided by the 

Firm—to be a profession that involves fiduciary duties.19

The Firm has three offices, located in Wheeling, West Virginia; 

Charleston, West Virginia; and Washington, Pennsylvania, and employs more than 40 individuals. The Firm provides services in the 

Pittsburgh Tri-state region and other mid-Atlantic states. Its Web 

site indicates that past clients have included many state- and locallevel government entities, as well as federal entities such as the 

U.S. Postal Service, Department of Defense, the National Aeronautics and Space Administration, and the Federal Aviation Administration. With respect to the Postal Service contract, according 

to the current President of the Firm, the Postal Service has a certification process for eligibility to perform design, construction, and 

renovation services for its buildings located within a given region. 

The firm has historically submitted an application for, and received, that certification. There is no guarantee that the Firm will 

receive any work after being certified, nor is it required to perform 

work that arises. The certification has a five-year term, during 

which qualified firms are eligible for selection to perform work as 

the Postal Service assigns it. The Firm most recently submitted its 

certification in August 2010, prior to Representative McKinley’s 

election, and has removed his name from all contracting materials 

since his election, except for the name at the top of the letterhead. 

In January 2007, the Firm established a partial ESOP. In an appearance before the Committee, Representative McKinley stated 

that he formed the ESOP after ‘‘my attorney and my financial advisor advised me that as we get older . . . we need to think about 

ownership transition . . . because I am not going to practice forever.’’ 20 Representative McKinley explained that he did not want 

to sell the firm to a larger company, because he believed ‘‘they 

would have picked out the best people, and then everyone else 

would have been gone.’’ 21 ‘‘So, what we did in respect for our employees, out of the three offices, we set up an ESOP.’’ 22 The ESOP 

purchased 30 percent of the company at that time and ‘‘they had 

the right to purchase the remaining 70 percent.’’ 23

Upon his election to Congress, Representative McKinley still 

owned approximately 70 percent of the Firm’s common stock, with 

the remaining 30 percent owned by the Firm’s employees under the 

ESOP. Currently, the ESOP owns 100 percent of the Firm’s equity, 

which it purchased via a loan for which Representative McKinley 

currently holds the note. (On his Financial Disclosure Statement 

for 2015, Representative McKinley reported two entries for ‘‘McKinley & Associates ESOP Notes Receivable,’’ one worth between 


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24 Representative McKinley Financial Disclosure Statement (2015). 25 Representative McKinley Appearance. 26 Exhibit 2. Note that ‘‘Eng’r’’ is a common abbreviation for ‘‘Engineer.’’ The abbreviation for 

‘‘Engineering’’ is ‘‘Eng’g.’’ See, e.g., The Bluebook: A Uniform System of Citation (20th Ed.), at 

Table 6. 27 Exhibit 3. 28This assertion is based solely on Representative McKinley’s recollections. Representative 

McKinley’s counsel noted that Representative McKinley does not have access to any payment 

records from this period, which was over 30 years ago. See Letter from J. Baran and R. Walker 

to Chairman Dent and Ranking Member Sanchez, Apr. 19, 2016, at 1–2. 

$1,000,001 and $5,000,000 and one worth between $100,001 and 

$250,000.24 Representative McKinley told the Committee there is 

‘‘somewhere around $3 million probably left, 3.5 maybe’’ on the 

notes.25) Representative McKinley also owns the building in which 

the Firm leases its office space; the Firm leases space back to Representative McKinley for a personal office unrelated to his official 

duties. Representative McKinley’s wife serves as Secretary of the 

Firm’s Board and is a Vice President of the Firm. His daughterin-law is an employee of the Firm and partial owner of the ESOP, 

and his oldest son is the ESOP’s financial advisor. 

Representative McKinley’s father, Johnson B. McKinley, was also 

a licensed professional engineer. Johnson McKinley maintained a 

one-man office as a consulting engineer in Wheeling, West Virginia, 

from the 1950s until his retirement in the 1980s. Johnson 

McKinley’s practice during those years was most commonly called 

‘‘Johnson B. McKinley, Consulting Engineer,’’ but Johnson McKinley also appears to have done business under the following names: 

• Engineer—J.B. McKinley 

• Eng’r—J.B. McKinley 

• J.B. McKinley, Eng’r 

• J.B. McKinley, P.E. 

• J.B. McKinley Engineers 

• Johnson B. McKinley 

• Johnson B. McKinley, P.E. 

• Johnson McKinley Consulting Eng’r 

• Johnson McKinley Consulting Engineer 26

Although this list did not include the name ‘‘McKinley Engineering,’’ Representative McKinley, through his counsel, has stated that 

the name ‘‘Johnson B. McKinley Engineering’’ was also used at 

some point. Regardless, it is notable that each iteration of Johnson 

B. McKinley’s business appears to have used not only his last 

name, but also either his first name or first and middle initials. 

This fact distinguishes Representative McKinley’s firm, McKinley 

& Associates, from each of his father’s businesses. 

Representative McKinley worked with his father for approximately two years prior to establishing the Firm in 1981, which ultimately became ‘‘custodian of all of the drawings, files, and other assets accumulated’’ by Representative McKinley’s father during his 

career as an engineer, and also currently serves many of the same 

clients that his father did.27 Representative McKinley’s letters 

stress that the name ‘‘McKinley’’ has been associated with engineering services in the Wheeling area since approximately 1950. 

Representative McKinley, through counsel, has also asserted that 

the Firm also made several payments to Johnson McKinley, acting 

as a consultant to the Firm, in the 1980s.28 However, Johnson 


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29 Exhibit 4 (‘‘The informal opinion of the Committee staff is that these [fiduciary services] 

restrictions would necessitate changing the name of your firm.’’) 30See id. 31See Exhibit 6 at 7. 32 Exhibit 7 (emphasis added). 

McKinley was never on the payroll of the Firm, and maintained his 

own business when his son started the Firm in 1981. 

B. INITIAL REQUESTS FOR ADVICE AFTER REPRESENTATIVE

MCKINLEY’S ELECTION

Representative McKinley has told the Committee that on the 

night of his election to the House, November 2, 2010, one of his corporate consultants ‘‘surprisingly asked me, he said, are you sure 

you are going to be able to continue your relationship with your 

company?’’ To answer this question, Representative McKinley 

turned to Committee staff several days later. On November 5, 

2010, following a call with Representative McKinley, Committee 

staff provided informal guidance via email, which stated staff’s 

opinion that the Firm would need to change its name, based on the 

legal regime discussed at Section II.29 While Representative 

McKinley, in his appearance before the Committee, characterized 

this informal advice as a ‘‘maybe,’’ his reaction at the time made 

clear that he understood that the guidance was quite clear. As he 

wrote to associates, ‘‘How absurd is that advice. They expect me to 

change the name of my company!!! . . . I told her that her advice 

was BS.’’ 30 Later, when an unnamed Committee staff member told 

Representative McKinley during new Member orientation, on or 

about November 14, 2010, that he may have to change the firm’s 

name, he replied that the next time they heard from him it would 

be through his attorney.31 At this time, Representative McKinley 

also personally met with the then-Chairman of the Committee, 

Representative Jo Bonner, and expressed his concerns. Representative Bonner apparently mentioned the possibility of a waiver—although, because there is no record of the meeting, it is unclear 

what he meant by that—and suggested that Representative McKinley speak to the then-counsel to the Committee Chairman. 

Almost immediately upon receiving staff’s informal advice, Representative McKinley sought alternative advice from other sources. 

On November 10, 2010, an official with the National Republican 

Congressional Committee (NRCC) sent an email to Representative 

McKinley, recounting the NRCC official’s conversation with a 

former counsel to the Committee, stating that ‘‘Mr. McKinley, if he 

doesn’t want to worry about changing the name of his firm, should 

probably think about who he plans to divest his interest to. If it 

happens to be a familial relative with the same name, he would 

most likely not have to change the name of the whole firm. If it 

is to a different individual, it likely would not be able to stay with 

his name on it.’’ 32

This email from the NRCC official was the first of many discussions between Representative McKinley and his advisors about selling his stake in the Firm to obviate some or all of the ethical questions surrounding it. Importantly, as discussed more fully below, 

Representative McKinley did not inform Committee staff of those 

discussions until after he had received the Committee’s formal 

opinion that he was required to change the Firm’s name, and after 


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33See Exhibit 8; Interview of Firm President. 34Phillips, Gardill, Kaiser & Altmeyer, PLLC, ‘‘Kaiser, Charles J.’’ available at http:// 

www.pgka.com/profiles_detail.php?profile_ID=7 (last accessed May 17, 2016). 35 Exhibit 9. 36 Exhibit 10. 37 Exhibit 1. 38 Exhibit 11. 39 Id. 

he had already agreed to sell the Firm, with the name intact. Further, based on the Committee’s investigation, the matter of Representative McKinley selling his stake in the Firm is only partially 

related to his election to the House or the requirements of EIGA. 

While it is true that Representative McKinley may have mistakenly viewed full divestment as a solution to the ethical issues the 

Firm presented for him, it is not the only reason for such a sale. 

According to statements by the Firm’s attorney and its current 

president, Representative McKinley and others at the Firm had 

long intended to convert the Firm to a fully-employee-owned business, irrespective of Representative McKinley’s political ambitions.33 Moreover, at least this initial email from the NRCC official 

recognized that selling the Firm was not likely to remove the requirement to change its name. 

Eventually, however, Representative McKinley and his advisors 

developed the incorrect theory that selling the Firm would indeed 

allow it to continue operations as ‘‘McKinley & Associates.’’ On November 24, 2010, Representative McKinley received an email from 

his attorney, Charles J. Kaiser. Mr. Kaiser, a West Virginia attorney who ‘‘focuses his practice on corporate law, commercial law and 

corporate reorganizations,’’ 34 and who, to the Committee’s knowledge, had not represented any individual before this Committee, 

advised Representative McKinley that ‘‘If McKinley & Associates is 

considered to be a firm providing professional services involving a 

fiduciary relationship, then it appears that you are left with two 

choices: (1) change the name, or (2) completely divest yourself of 

your interest in the company (this appears to include [Mrs. McKinley] as well.)’’ 35 Mr. Kaiser provided no citation to authority to support his assertion that the divestiture would negate the need for a 

name change. Nor did he provide any reasoning for his analysis, 

which was contrary to the assessment provided by the former Committee counsel consulted by the NRCC official. 

Mr. Kaiser repeated his analysis in an email to the NRCC official 

on November 29, 2010.36 Again, he failed to provide any rationale 

for why selling the firm to the ESOP would resolve the problem of 

the Firm’s name. The next day, Mr. Kaiser wrote a letter to the 

then-Counsel to the Chairman of the Committee. Mr. Kaiser was 

not nearly as certain of his position in that letter, noting the Firm’s 

desire to ‘‘explore the possibility of retaining the name McKinley & 

Associates, Inc. if Congressman-elect McKinley would sever his 

other relationships with the business.’’ 37

A week later, on December 7, 2010, then-Counsel to the Chairman and Committee staff responded to Mr. Kaiser’s letter via telephone; Mr. Kaiser memorialized his recollection of that conversation in an email to Representative McKinley, the NRCC official, 

and an employee of the Firm.38 Mr. Kaiser explained that the staffers had provided their opinion that the Firm would have to change 

its name unless it qualified for the ‘‘family name exception.’’ 39 He 


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40 Id. 41 Id. (emphasis added). 42 Exhibit 3(emphasis added). 

noted that staff suggested that Representative McKinley request a 

written advisory opinion, but that ‘‘[b]ecause the Committee will 

have a number of similar written advice requests from new Members, it may well take some time to work through all of the opinions and the name can remain the same until the opinion is rendered.’’ 40 Finally, Mr. Kaiser’s own words demonstrate that he recognized, at this early juncture, that the question of the name of the 

Firm was distinct from questions of Representative McKinley’s 

compensation or position on the board of the Firm: ‘‘[b]ecause the 

‘family name exception’ does not eliminate the other two prohibitions (i.e. compensation and management affiliation), I believe that 

[Representative McKinley] will have to deal with the management 

structure and ownership of McKinley & Associates, Inc. in any 

event.’’ 41

C. REPRESENTATIVE MCKINLEY’S FORMAL ADVISORY OPINION

In early January 2011, Representative McKinley submitted a formal request for an advisory opinion regarding the name of the 

Firm. In that request, Representative McKinley’s attorney provided 

the following statement regarding Johnson McKinley’s affiliation 

with the Firm: 

McKinley & Associates, Inc. and its predecessor McKinley 

Engineering were the outgrowth of two licensed professional engineers that have worked in the Wheeling Area 

since approximately 1950. Johnson B. McKinley, [Representative] McKinley’s father, was a licensed professional 

engineer who maintained an office as consulting engineer 

in Wheeling for nearly 40 years. During most of those 

years Johnson B. McKinley maintained a one-person office, 

but David B. McKinley and Johnson B. McKinley worked 

together for 2 years prior to Johnson B. McKinley’s retirement, and McKinley & Associates, Inc. is the custodian of 

all the drawings, files, and other assets accumulated by 

Johnson B. McKinley over his career as a licensed professional engineer.42

This statement appears to have led Committee staff to believe—incorrectly—that Johnson McKinley’s firm was named McKinley Engineering. In fact, the letter’s reference to the Firm’s ‘‘predecessor’’ 

was actually a reference to Representative McKinley’s own prior 

practice, not that of his father. But, as is clear from the excerpted 

passage, there is no reference to this prior practice, only to the 

businesses operated by Johnson McKinley. Staff therefore concluded that, if there was an appropriate ‘‘family name’’ for the business, it would be McKinley Engineering. 

Additionally, Representative McKinley’s request did not refer to 

any sale of Representative McKinley’s interest in the Firm. Rather, 

the request stated that Representative McKinley would continue to 

hold his equity ‘‘in a blind trust that will be held for so long as he 

remains a Member of the House of Representatives or otherwise 


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43 Id. 44 Id. 45 Exhibit 12. 46 Exhibit 13. 47 Exhibit 14. 48 Representative McKinley, in a submission to the Committee, argues that, in fact, his plan 

to sell his stake to the ESOP had been ‘‘abandoned’’ based on the Director of Financial Disclosure’s informal, staff-level advice in January 2011. See Exhibit 6 at 19. But there is no other 

evidence that the sale went on hold, or, even if it did, when precisely the process stopped and 

then started again. For example, Representative McKinley’s original request for advice conholds an elected federal office.’’ 43 Representative McKinley conceded that the trust arrangement would not, in fact, be blind: ‘‘Congressman McKinley will of course know that the trust holds his 

stock, unless and until sold; however, Congressman McKinley will 

receive no compensation from McKinley & Associates, Inc. and will 

not be entitled to exercise voting rights.’’ 44

Representative McKinley’s formal request for advice painted a 

much different picture of his strategy than that which was actually 

taking place at the time. As early as November 29, 2010, the 

Firm’s management was discussing the potential to complete a sale 

of Representative McKinley’s stake to the ESOP.45 And Mr. Kaiser’s internal discussions with Representative McKinley and his 

team repeatedly referenced the sale as a fully-fleshed alternative 

pathway to EIGA compliance. But for whatever reason, Representative McKinley’s letter did not reference that plan. 

A few weeks after Representative McKinley submitted his request for a formal advisory opinion, Mr. Kaiser had a teleconference with the Committee’s then-Director of Financial Disclosure. 

According to Mr. Kaiser’s recollection of the conversation, the Director of Financial Disclosure informed him that the family name 

exception would apply to the Firm’s name, and that a name change 

would not be required.46 The then-Director of Financial Disclosure 

does not recall this conversation, and the Committee does not have 

its own record of it. Thus, the Committee does not know what Mr. 

Kaiser told the Director of Financial Disclosure regarding the facts 

of the matter on this call, who initiated the call, or for what purpose. Without this information, it is difficult for the Committee to 

judge precisely why the then-Director of Financial Disclosure may 

have believed that the Firm would not be required to change its 

name. Regardless, it must be noted that, according to Mr. Kaiser’s 

summary of the call, the then-Director of Financial Disclosure only 

stated the staff’s view regarding resolution of the matter; it was 

clear that only the Committee could provide a final and formal 

opinion on Representative McKinley’s written request for guidance. 

By March 31, 2011, a different Committee counsel had taken 

over the responsibility for the advisory opinion after the departure 

of the Director of Financial Disclosure from the Committee’s staff. 

The newly assigned Committee staffer spoke with Mr. Kaiser that 

day and informed him that staff would recommend that the Chairman and Ranking Member issue an advisory opinion recommending that Representative McKinley change the name of the 

Firm. Representative McKinley approached Representative Bonner, 

who denied knowing about the Director of Financial Disclosure’s 

previous recommendation.47

Meanwhile, Representative McKinley’s plan to sell his equity in 

the Firm continued, independently from his interactions with the 

Committee.48 On April 11, 2011, Representative McKinley and the 


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templated not a sale of his stake, but the transfer of that equity into a blind trust, and at no 

point did he correct the record to state that he intended to sell the firm. Moreover, Representative McKinley never explained to the Committee that, because of its informal, staff-level guidance, he was withdrawing any part of his request for formal advice. 49 Exhibit 15. 50 Exhibit 17. 51 Exhibit 16. 52 Id. 53 Id. 54See Exhibit 21. 55See id. at 1 (‘‘In January 2007, the Firm established a partial Employee Stock Ownership 

Plan (ESOP). You own approximately 70% of the Firm’s common stock, with the remaining 30% 

owned by the Firm’s employees under the ESOP.’’) Representative McKinley’s counsel strenuously argues that the six months during which the Committee deliberated before providing its 

formal advice in response to Representative McKinley’s request constitutes an unreasonable 

delay. Exhibit 6 at 22. This ignores that at least some of the deliberation occurred due to a backand-forth between Representative McKinley’s attorneys and the Committee regarding the legal 

issues in the case. As late as April 14, 2011, Mr. Kaiser sent the Committee a letter arguing 

that engineers and architects did not carry fiduciary duties. See Exhibit 17. This letter came 

only after Committee staff reminded Mr. Kaiser that the Committee was waiting on such a submission. See id. After reading those arguments, the Committee determined them to be without 

merit. See infra at n. 70. But the task of examining such arguments requires time. Because the 

Committee needed to take such time as was necessary to address Representative McKinley’s arguments in a deliberate and thorough manner, the length of time this matter took was attributable in large part to Representative McKinley’s own part in the process. Indeed, it is inherently inconsistent of Representative McKinley to first avail himself of the Committee’s willingness to hear his side of the matter, and then argue afterwards that the considered nature of 

the process took too long. 

ESOP entered into a Memorandum of Understanding (MOU) committing to a sale of Representative McKinley’s stake upon a valuation of the Firm’s equity.49 At this time, both Representative 

McKinley and executives at the Firm understood staff’s preliminary 

guidance that the Firm would need to change its name. Neither the 

Firm nor Representative McKinley contacted the Committee to notify them of the MOU, the change in plans with respect to the blind 

trust, or any other aspect of the sale. Nor is there any indication 

that Representative McKinley told then-Chairman Bonner, when 

they spoke immediately after Committee staff’s March 31, 2011 call 

with Mr. Kaiser, that Representative McKinley was proceeding 

with plans to sell the Firm, with the name intact. 

On April 13, 2011, a Committee counsel reminded Mr. Kaiser 

that the Committee was still waiting for a written brief he had offered to provide regarding the issue of whether engineers or architects were fiduciaries under West Virginia law.50 The next day, Mr. 

Kaiser sent a letter to the Committee counsel setting out his arguments. Mr. Kaiser began the letter by saying, ‘‘I have delayed in 

responding to check the facts cited in this letter.’’ 51 Notably, he 

again did not mention the sale, nor did he correct the 

misimpression the original letter gave regarding the name of Johnson McKinley’s practice.52 Mr. Kaiser copied Representative 

McKinley on the letter.53

On June 24, 2011, the Chairman and Ranking Member of the 

Committee issued an advisory opinion on these questions to Representative McKinley.54 It is clear from the letter that the Committee, or its then-Chairman and Ranking Member, believed that 

Representative McKinley remained the majority owner of the 

Firm,55 and the advisory opinion made no reference to Representative McKinley’s April 11, 2011, agreement to sell the firm. The letter advised Representative McKinley that the Firm would need to 

change its name. The letter, in describing the facts upon which the 

Committee relied in coming to this determination, explained: 


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56 Representative McKinley referred to himself as a ‘‘sole proprietor.’’ This is consistent with 

his statement in an appearance before the Committee that he ‘‘struck out to be a sole practitioner.’’ See Exhibit 18; Representative McKinley Appearance. 57See Exhibit 20. 58This contention is consistent with representations by Representative McKinley’s current 

counsel, but is not supported by a review of corporate records that McKinley & Associates itself 

performed. See Exhibit 2. 59 Exhibit 20. 60 Id. 

In the case of the Firm, the Committee accepts your representation that the current Firm can reasonably be seen 

as a practical continuation of McKinley Engineering, the 

business originally established in 1954 by your father, 

Johnson McKinley, for whom it was named. However they 

are legally and factually distinct entities. 

The Committee also advised, however, that the Firm could 

change its name to McKinley Engineering, so long as it made a 

clear association between the Firm and Representative McKinley’s 

father, consistent with the family name exception contained in the 

rules. Prior to issuing the formal advisory opinion, staff informally 

explained its recommendation to Representative McKinley’s counsel, and provided Representative McKinley with the opportunity to 

withdraw the request for an advisory opinion. 

As noted above, the conclusion that McKinley Engineering was 

a name that fit within the family name exception was based on a 

factual error—the Committee’s belief that Representative 

McKinley’s reference to that name as a ‘‘predecessor’’ meant that 

Johnson McKinley had used that name for his practice. He had not. 

In an email to his advisers, Representative McKinley noted the 

Committee’s mistake: ‘‘This makes no sense. [T]hink about it: 

McKinley Engineering is OK but McKinley & Associates is a problem. My father’s company was not McKinley Engineering and we 

never represented that it was. That name was the one I used as 

a sole proprietor for the early years of the company.’’ 56 However, 

the factual error in the advisory opinion appears to be based largely on the vague and confusing syntax of Representative McKinley’s 

counsel’s introduction to the history of the Firm, which described 

McKinley Engineering as a ‘‘predecessor’’ of the Firm and discussed 

his father’s involvement in it in the same breath, without distinguishing between the two. Additionally, when staff contacted Representative McKinley’s counsel prior to the issuance of the letter, 

in order to explain its content, Representative McKinley’s counsel 

did not correct the factual error at that time. 

Representative McKinley consulted for a brief period with attorney Stefan Passantino, who contacted Committee staff on August 

12, 2011.57 Mr. Passantino explained that Johnson McKinley had 

not practiced at ‘‘McKinley Engineering,’’ but rather at ‘‘J.B. 

McKinley Engineering.’’ 58 A Committee attorney explained that 

she was unable to change the factual record upon which the advisory opinion was based, but that Representative McKinley could 

write to the Committee to explain the misunderstanding.59 Committee staff further explained that the opinion would not likely be 

changed absent a significant change in facts.60 Representative 

McKinley never did write in to the Committee to correct the record, 

although he apparently approached Representative Bonner on the 

floor of the House and stated, ‘‘what the [heck] is this,’’ and exVerDate Sep 11 2014 06:26 Oct 04, 2016 Jkt 059006 PO 00000 Frm 00018 Fmt 6659 Sfmt 6602 E:\HR\OC\HR795.XXX HR795

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61 Exhibit 6 at 23. 62 Id.; Exhibit 22 at 6. 63 Exhibit 19 at 5. 64 Exhibit 23 (Letter from Chairman Bonner and Ranking Member Sanche ́z to Representative 

McKinley, Aug. 24, 2012, at 1). 

plained the factual error.61 According to Representative McKinley, 

during that conversation, which was several days after the Committee issued its formal advisory opinion, Representative McKinley 

stated that the Committee’s misunderstanding regarding the origins of the Firm’s name did not matter anymore ‘‘because he had 

already sold the company.’’ 62

Six months after receiving the Committee’s letter explaining the 

need to change the Firm’s name, on December 31, 2011, Representative McKinley and the ESOP had finally formalized their agreement for the ESOP to purchase Representative McKinley’s shares, 

via a loan for which Representative McKinley held the note. The 

agreement to sell apparently did not include an agreement to 

change the name, and the name has not been changed. Because of 

legal requirements, the sale closed four months later, on April 30, 

2012.63

D. FURTHER COMMITTEE ACTION AND INQUIRY

Representative McKinley filed an annual Financial Disclosure 

Statement for 2011, as required by EIGA, on May 15, 2012. This 

Financial Disclosure Statement listed the Firm—still doing business as McKinley & Associates—as a source of interest income 

based on a note receivable held by Representative McKinley. Based 

on this and other publicly available information, the Committee 

concluded that the Firm had not changed its name as advised by 

the Committee. Accordingly, the Chairman and Ranking Member of 

the Committee sent Representative McKinley a letter on August 

24, 2012, stating: 

The Committee expects you to change the name of the 

Firm, as directed. Failure to do so may be viewed as a 

knowing violation of the Ethics in Government Act and 

House Rule XXV, clause 2, and may result in further proceedings against you by the Committee. The Committee 

thus requests a detailed explanation of the status of your 

efforts to change the name of the Firm, and what that 

name will be. If the Firm intends to use the name McKinley Engineering, please inform the Committee how the 

Firm will indicate the clear association between the name 

and your father.64

After receiving the letter, Representative McKinley telephoned 

the then-Committee Staff Director and Chief Counsel, and informed him that he believed the issue had been resolved because 

he had sold the Firm to the ESOP. Representative McKinley also 

disagreed with many of the facts as stated in the original advisory 

opinion letter. The Staff Director and Chief Counsel responded by 

requesting that Representative McKinley respond to the Committee’s second letter with a request that the Committee re-examine 

the issue based on accurate facts. The Staff Director and Chief 

Counsel told Representative McKinley that the Committee would 

‘‘start from scratch.’’ This conversation appears to be the first time 


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65 Id. at 4. 66 Id. 

in which Representative McKinley notified the Committee of the 

sale of his interest in the Firm. 

In a letter dated September 14, 2012, Representative McKinley 

responded through counsel to the Committee’s August 24, 2012 letter. Representative McKinley noted that the Firm had been sold to 

the ESOP, and that he no longer functioned as an owner, board 

member, executive, employee, or consultant of the Firm. Representative McKinley also noted: 

‘McKinley’ is a well-known family and historical name in 

West Virginia. The ‘McKinley’ name in engineering and 

building design was originally established in West Virginia 

by Representative McKinley’s father, Johnson B. McKinley, and was reinforced by him through his long, public association with McKinley & Associates. Entirely independent of Representative McKinley’s status as a Member 

of Congress, ‘McKinley & Associates’ has long been—and 

remains—an established brand name in the provision of 

the highest-quality engineering, architectural, and interior 

design services. 

However, Representative McKinley admitted that his father’s 

practice had operated under business names such as ‘‘Johnson B. 

McKinley, Consulting Engineer,’’ ‘‘Johnson B. McKinley Engineering,’’ and ‘‘Penn Construction.’’ McKinley & Associates, Inc. was 

first used in 1989, when Representative McKinley changed the 

name of the Firm (then ‘‘McKinley Engineering Company’’) to reflect the fact that the Firm had begun to offer architectural services. Moreover, while Representative McKinley and his father 

worked together at his father’s firm from 1971 to 1973, Representative McKinley’s father ‘‘maintained his own business’’ when his son 

struck out on his own in 1981.65 Representative McKinley nonetheless argued that his father had: 

played an instrumental and very public role in solidifying 

and expanding the reputation of [the Firm]. . . . Particularly during those periods when [Representative] McKinley 

was required to be absent from the Firm to attend the 

state legislature, Johnson B. McKinley served as the eyes 

and ears for the Firm . . . [and] attended many meetings 

with clients as the representative of McKinley & Associates; he walked many project sites with owners as the representative of McKinley & Associates.66

The Committee sent separate requests for information to Representative McKinley and the Firm on March 18, 2013. Representative McKinley responded on May 1, 2013, providing a 30-page letter and 554 pages of documents. In his response, Representative 

McKinley repeated his assertion that he acted in good faith and on 

the advice of counsel in selling the Firm. He argued that the 

months-long history of his interactions with the Committee and its 

staff left him with the impression that he had resolved ethics concerns regarding the Firm. He also argued that, while Johnson B. 

McKinley never worked as an on-the-payroll employee of the Firm, 

he assisted his son on two projects in 1981, and that ‘‘Johnson B. 


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67 Exhibit 6 at 28. 

McKinley’s interest and activities in assisting his son’s business did 

not depend on compensation, so to focus exclusively on records of 

financial compensation in this context is to focus too narrowly.’’ 67

In July 2015, the Committee notified Representative McKinley 

that it was considering the adoption of a public Report and Letter 

of Reproval regarding this matter. Before the Committee decided 

how to resolve this matter, Representative McKinley was invited to 

be heard in writing and/or in person. Representative McKinley 

opted to both provide multiple written submissions, via counsel, 

and to appear in person before the Committee. The Committee 

carefully considered all of Representative McKinley’s written submissions and his appearance before the Committee while deliberating how to resolve the matter. Ultimately, the Committee determined that the appropriate resolution of this matter was to 

issue this Report, along with a Letter of Reproval to Representative 

McKinley for his conduct. 

House and Committee Rules impose some limitations on public 

disclosure of investigative matters in the period of time shortly before an election (the so-called ‘‘blackout rule’’). In some situations, 

the Committee is prohibited from making certain public statements, while in others the Committee has the option of adhering 

to the rule. In general, the Committee adheres to the spirit of these 

limitations, which are intended to provide fairness to respondents 

and confidence in the ethics process. In this matter, the Committee 

has determined to issue this report at this time because of the 

unique circumstances of the matter. 

Representative McKinley has been on notice of the Committee’s 

intent to resolve this matter since July 2015. But Representative 

McKinley did not personally review the proposed resolution until 

November 2015, and did not offer a substantive written response 

to the Committee’s proposed resolution of the matter until February 2016. In June 2016, the Committee invited Representative 

McKinley to appear before the Committee in July 2016 to be heard 

in person. Representative McKinley informed the Committee that 

he did not believe that was sufficient time for him to prepare and 

asked if he could appear in September 2016, instead. The Committee granted that request, subject to a clear written caution that 

if he chose that course the blackout rule would not apply to any 

final resolution of the matter. Representative McKinley chose to 

delay his appearance until September 2016. Although he appeared 

before the Committee prior to the start of the blackout period, the 

Committee’s deliberations continued into the blackout period, and 

the Committee concluded its deliberations and voted to approve the 

final resolution within the blackout period. 

IV. FINDINGS 

A. EIGA SECTION 502 AND HOUSE RULE XXV

Representative McKinley and his counsel have argued that the 

Committee’s initial advisory opinion contained factual errors and 

legal infirmities, and should be revised to permit the Firm to continue to operate as ‘‘McKinley & Associates.’’ His arguments boil 

down to three points: (1) that the Committee made a factual error 


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68 Representative McKinley Appearance (emphasis added). 

when it stated that ‘‘McKinley Engineering’’ was a family name, 

given that Johnson McKinley never used that name in his practice; 

(2) that the ‘‘McKinley’’ in ‘‘McKinley & Associates’’ should be read 

to include Johnson McKinley, because of the McKinley reputation 

in the West Virginia engineering and design community, and because of Johnson McKinley’s role in assisting his son’s practice; and 

(3) that the statute and House Rules should be read to permit the 

use of the name in this case, where the danger of a conflict of interest is low. The Committee has reviewed his arguments, and judged 

them either incorrect in their own right, or insufficient to affect the 

outcome. 

First, Representative McKinley points out that his father apparently never used the name ‘‘McKinley Engineering,’’ as the Committee stated in its advisory opinion. Setting aside the fact that the 

Committee’s confusion resulted from the vague and confusing syntax of his counsel’s request, and setting aside the additional fact 

that his own submissions repeatedly misstated the names his father used for his practice, and setting aside the third fact that Representative McKinley never wrote to the Committee to correct the 

record until over a year later, it is true that the ‘‘family name’’ suggested in the Committee’s advisory opinion is not actually a ‘‘family 

name.’’ Representative McKinley argues that, consequently, ‘‘there 

appears to be just as much basis for the Committee to determine 

that ‘McKinley & Associates’ is a family name as there is for the 

Committee to determine that ‘McKinley Engineering’ is a family 

name.’’ This is true. However, the correct conclusion is the opposite: based on these new facts neither ‘‘McKinley Engineering’’ nor 

‘‘McKinley & Associates’’ qualify as a family name, because both 

refer solely to Representative McKinley’s business and not to any 

of his father’s businesses, all of which included his father’s first 

and last name or initials. As Representative McKinley told the 

Committee in September 2016, ‘‘I struck out to be a sole practitioner in architecture and engineering practice.’’ 68 The fact that the 

Committee misread Representative McKinley’s original statement 

of facts has no bearing on whether the facts at present support the 

use of the exception. 

Second, Representative McKinley argues that, irrespective of the 

factual error, the Committee failed to account for certain other 

facts supporting a finding that ‘‘McKinley & Associates’’ is a family 

name. Specifically, Representative McKinley argues that, because 

of his family’s historical reputation in West Virginia, and particularly his father’s reputation as an engineer, the ‘‘McKinley’’ name 

is a brand upon which the Firm trades, based on not just Representative McKinley’s work prior to his election, but his family’s 

goodwill in the area and in the industry. This argument, while internally consistent, is simply not on all fours with the text of the 

statute or the Committee’s longstanding guidance. The logic behind 

the concept that businesses with family names are not covered by 

Section 502 is that certain family businesses are not actually 

named for the Member, and therefore do not violate Section 502. 

Johnson McKinley’s reputation, no matter how sterling, cannot 

retroactively stand in for the ‘‘McKinley’’ for whom the Firm is actually named. Johnson McKinley was never on the Firm’s payroll. 


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69 Exhibit 19 at 10–11. 70This argument could be considered a descendant of the arguments Representative McKinley 

made prior to the issuance of the Committee’s advisory opinion, that architects and engineers 

are not fiduciaries under West Virginia law. See Exhibit 17 at 2. This argument is infirm for 

at least two reasons. First, the Committee is not bound by state law determinations on the question of who is and is not a fiduciary; state law is simply one authority among others to assist 

in answering the question. The fact that another one of these authorities—the legislative history 

of EIGA itself—specifically lists architecture as one of the professions with which Congress was 

concerned is probably enough to tilt the scales against Representative McKinley’s argument on 

its own. See House Bipartisan Task Force on Ethics, Report on H.R. 3660, 101st Cong., 1st Sess. 

at 16 (1989). But even if it were not listed, West Virginia state law on architects is actually 

quite clear—the licensure of architects requires that they meet the definition of ‘‘good moral 

character,’’ which is defined as ‘‘such character as will enable a person to discharge the fiduciary 

duties of an architect to his client and to the public. . . .’’ W.V. Code 30–12–2(4) (emphasis 

added). The fact that architects have a concomitant duty to the public is of no moment—once 

state law holds them to a fiduciary standard with respect to their individual clients, the question has been answered. 71 Ethics Manual at 387. 

He kept his own practice when his son started the Firm in the 

1980s. He did not appear on the Firm’s letterhead and, to the best 

of anyone’s recollection, never served as anything more than an 

outside advisor or consultant. The Firm does not use a family 

name. It uses Representative McKinley’s name. EIGA prohibited 

that use the moment he became a Member of Congress. 

Third, Representative McKinley argues that, because the Committee has expansively interpreted or applied Section 502 in other 

areas—specifically, medicine—the Committee should engage in a 

flexible reading of the statute in this case, to reach the conclusion 

that the Firm’s use of ‘‘McKinley & Associates’’ does not pose a risk 

for ‘‘trading on the prestige of [a] Member[].’’ 69 Representative 

McKinley believes such a risk is low because the McKinley name 

is associated not only with him but with his father and ancestors, 

and also because architectural services do not pose the same hazards in this regard as certain other fiduciary industries such as law 

or lobbying.70 This argument—which amounts to a request for a 

waiver—fails for at least three reasons. First, the arguments about 

the ‘‘McKinley brand’’ simply restate the arguments discussed 

above, and fail for the same reason. Second, while it may be true 

that an architect may not be as susceptible to the problems Section 

502 was intended to address as some other professionals, the risk 

still exists that a Member will have some level of divided loyalty. 

Further, it is not inconceivable that an architecture firm could 

trade on the prestige of a Member of Congress—governments, after 

all, do build buildings from time to time. Finally, with respect to 

the Committee’s guidance on the practice of medicine, the Committee has created a limited exception to the compensation ban, insofar as Members who are doctors accept fees for medical services 

that do not exceed the ‘‘actual and necessary expenses incurred’’ by 

the Member in connection with the practice.71 The Committee created this waiver because doctors must continue to practice to keep 

their licenses intact in some situations, and to maintain insurance 

coverage. Notably, though, the waiver does not extend to the ban on 

using the Member’s name, and the Committee has historically advised Members who are doctors that their practices must remove 

mention of their name upon their election. 

Based on the foregoing, Representative McKinley violated EIGA 

Section 502 and House Rule XXV by permitting the Firm to continue to operate using his name. 


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72See Committee Rule 3(k) (‘‘The Committee may take no adverse action in regard to any conduct that has been undertaken in reliance on a written opinion if the conduct conforms to the 

specific facts addressed in the opinion’’). 73 Committee Rule 3(k); 5 U.S.C. app. § 503(1)(A). 74 Comm. on Ethics, In the Matter of Allegations Related to Representative Tom Petri, H. Rept. 

113–666, 113th Cong. 2d Sess. at 9 (2014) (hereinafter Petri). 75See Committee Rule 7. 76See Committee Rules 3(k), (l); Petri at 6–9. 

B. HOUSE RULE XXIII, CLAUSES 1 AND 2

Normally, matters such as this are handled by the Committee as 

a matter of advice and education, and that is how this matter 

began. Representative McKinley received advice from the Committee, in the form of informal staff-level guidance and in the form 

of an official advisory opinion letter. The Committee’s letter carried 

with it a ‘‘safe harbor’’ for actions Representative McKinley might 

have taken in accordance with it.72

Representative McKinley also received advice from his former 

counsel, Mr. Kaiser. Mr. Kaiser’s letter advised Representative 

McKinley that he could engage in the course of action he preferred—keeping the name ‘‘McKinley & Associates’’ on the Firm’s 

door and selling the Firm, with that name, to the ESOP. That is 

the course of action Representative McKinley ultimately took. This 

course of action resulted in a number of consequences that accrued 

to his benefit: the name ‘‘McKinley & Associates’’ was a part of the 

Firm’s valuation, increasing the Firm’s value when he sold it. 

Moreover, should Representative McKinley leave Congress and return to his previous career, the Firm still bears his name, easing 

his transition back to practice. What this course of action did not 

accomplish, however, was compliance with relevant statutes and 

House Rules. 

If Representative McKinley had relied instead on the advice provided by the Committee there would be little question of the protection such reliance would have afforded him. Such protection is, as 

mentioned above, written into the Committee Rules and EIGA.73

Indeed, the Committee takes very seriously its obligation to provide 

sound and dispassionate advice to the Members of this House. 

Nothing in this Report should be read to discourage Members from 

coming to the Committee with their questions about the ethical 

ramifications of their conduct, and the Committee has historically 

helped a great many Members achieve the goals of their work 

while keeping within the boundaries of the rules and the law.74

The disclosure in this Report of Representative McKinley’s appeals 

to that process is not in any way a repudiation of the Committee’s 

longstanding commitment to providing Members with confidential 

counsel 75 and safe harbor for acting in good faith in response to 

the Committee’s advice.76 On the contrary, the only way the Committee can retain credibility in performing these services for Members is to publicly address those rare situations in which Members 

disregard the Committee’s advice or fail to disclose full and accurate facts during the advisory process. Such is the case here. 

However, relying on the advice of one’s private counsel, while it 

does not confer the same sort of safe harbor as reliance on the 

Committee, can potentially mitigate the seriousness of a violation, 

insofar as it makes it less likely that a Member acted in bad faith. 

Members of Congress are entitled, as all Americans are, to consult 

with an attorney to inform their decision-making about a variety 


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77See, e.g., See United States v. Rice, 449 F. 3d 887, 897 (8th Cir. 2006); see also United States 

v. West, 392 F. 3d 450, 447 (D.C. Cir. 2004) (‘‘A defendant may avail himself of an advice of 

counsel defense only where he makes a complete disclosure to counsel, seeks advice as to the 

legality of the contemplated action, is advised that the action is legal, and relies on that advice 

in good faith.’’) 78See Exhibit 22. 79See, e.g., Comm. on Ethics, In the Matter of Representative Don Young, H. Rept. 113–487, 

113th Cong. 2d Sess (2014); Comm. on Ethics, In the Matter of Allegations Relating to Representative Shelley Berkley, H. Rept. 112–716, 112th Cong. 2d. Sess. (2012). 80The actions of Representative McKinley’s attorney suggest that even he may not have believed that selling the Firm would resolve the legal prohibition against continuing to provide 

fiduciary services while using the Member’s name. On April 14, 2011, just three days after Representative McKinley agreed to sell the Firm, Mr. Kaiser sent a letter to Committee staff with 

additional arguments for the claim that engineering and architecture are not fiduciary services. 

If Mr. Kaiser believed that selling the Firm resolved these issues—and actually made it impossible for Representative McKinley to change the Firm’s name—the natural reaction would have 

been to inform the Committee of the sale and withdraw the request for a formal Advisory Opinion. Instead, Mr. Kaiser continued to argue that Representative McKinley was not required to 

change the Firm’s name. 

of situations. In other contexts, courts have held that where someone ‘‘(1) fully disclosed all material facts to his attorney before 

seeking advice, and (2) actually relied on his counsel’s advice in the 

good faith belief that his conduct was legal,’’ such reliance on the 

advice of counsel might show an absence of wrongful intent or bad 

faith.77 The evidence suggests that Representative McKinley did 

indeed disclose all pertinent facts to Mr. Kaiser, and Representative McKinley appears to have actually relied on the advice Mr. 

Kaiser gave him. However, neither Representative McKinley nor 

Mr. Kaiser ever disclosed a key fact to the Committee when seeking the Committee’s guidance on the Firm’s name: the fact that if 

Representative McKinley did not get the answer he wanted from 

the Committee, he intended to sell the firm, with his name attached, to the ESOP. 

Representative McKinley has asserted that his decision to rely on 

Mr. Kaiser’s advice, rather than the Committee’s guidance, was not 

made in bad faith. He further states: ‘‘I have since come to understand that the advice of my then attorney in explaining and interpreting to me House Committee on Ethics requirements and guidance, and my reliance on that advice were mistaken. I regret relying on that advice.’’ 78 The Committee appreciates this acknowledgement. But even negligent violations of relevant statutes and 

House rules have recently resulted in the issuance of letters of 

reproval.79 Further, Representative McKinley failed to take any 

steps to determine whether his own attorney’s advice was reasonable. He never asked Committee staff whether selling the Firm 

would resolve the problem with the Firm’s name, and told the 

Committee he was unaware whether his attorney asked that question. (There is no evidence that he did).80 Had he asked that essential, and obvious, question, the Committee could have told him that 

he could not sell the Firm with his name attached. Representative 

McKinley’s failure to ask this question is inexplicable in light of the 

advice he had previously solicited and received from a former Committee counsel—who was the counsel to two former Committee 

Chairmen—that he would likely have to change the Firm’s name 

to sell it. 

The Committee has long stated that Members have a ‘‘duty of 

reasonable inquiry,’’ which requires them to take ‘‘reasonable care’’ 


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81See House Comm. on Standards of Official Conduct, In the Matter of Representative Richard 

H. Stallings, H. Rept. 100–382, 100th Cong. 1st Sess. 5 (1987) (hereinafter Stallings). 82See id. 83 In Stallings, the Committee found that Representative Stallings was unaware of the applicable House Rule and had no intent to violate it. Representative Stallings also contacted the 

Federal Election Commission—but not the Committee—before taking the actions at issue, and 

took steps to remedy his violation of House Rules when he was informed of it. Based on these 

mitigating circumstances, the Committee did not recommend a sanction, such as reprimand or 

censure, to be issued by the House. However, the Committee still found that a public reproval 

was warranted. See Stallings at 5–6. It is worth noting that much of the mitigation found in 

Stallings—namely the Member’s ignorance of the applicable rule and his attempt to remedy the 

violations once he learned of them—was not present in this matter. See id. 84 5 U.S.C. app. § 502(a). 85See Exhibit 6, at 18–19 (explaining that Representative McKinley ‘‘abandoned’’ the plan to 

sell the Firm to the ESOP when he believed the Firm’s name would not have to change, and 

revived that plan after receiving a contrary opinion from Committee staff on March 31, 2011). 

to avoid violations of applicable standards of conduct.81 That duty 

is heightened when a Member is ‘‘placed on notice of an ethical 

problem.’’ 82 When a Member has such notice of a potential problem, the Member should ask the Committee, not a private attorney, 

for guidance. In these circumstances, the Committee has found that 

a reproval may be appropriate even when the Member sought legal 

advice from other sources—but not the Committee—and where any 

violation of the Rules or law was unintentional.83

Here, Representative McKinley was placed on notice in November 2010 that there was a problem with the name of his company, 

McKinley & Associates, and that, pursuant to federal law, the firm 

could not continue to operate under that name. His attorney advised him that he could remedy this problem by selling the company. This advice, which Mr. Kaiser did not explain or provide any 

reasoning for, was contrary to the plain meaning of the applicable 

federal statute, which provides that a Member may not ‘‘permit his 

name to be used by . . . a firm, partnership, association, corporation, or other entity [that provides professional services involving 

a fiduciary relationship.]’’ 84 By selling the Firm, with his name attached, Representative McKinley did exactly that. Indeed, this was 

the conclusion that another attorney, who was previously a counsel 

to the Committee, gave to Representative McKinley. In these circumstances, the duty of reasonable inquiry required Representative 

McKinley, or his attorney, to ask the Committee whether selling 

the company would resolve the issue. Instead, when Representative 

McKinley was told that staff would recommend the Committee 

issue an Advisory Opinion that required the Firm to change its 

name, he decided to sell the Firm quickly, with the name intact.85

Representative McKinley never notified the Committee of this plan 

until it was completed. Thus, Representative McKinley did not satisfy his duty to inquire whether his actions complied with federal 

law. Moreover, even if Representative McKinley believed his actions were consistent with what the law required, that belief was 

mistaken, as the Committee would have informed him, had he only 


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86 In his appearance before the Committee, Representative McKinley was asked why he sold 

the Firm, 11 days after being told the Firm would have to change its name, ‘‘without waiting 

for a final opinion from the people, the only people, who are entitled to give that opinion, and 

not your attorney.’’ Representative McKinley explained ‘‘[m]y fear was January 5,’’ because he 

had been told he needed to resolve the issue of the Firm’s name before he took office. However, 

Representative McKinley did not even submit his request for an Advisory Opinion until January 

3, 2011, and his attorney continued to send legal briefs to Committee staff after he entered an 

agreement on April 11, 2011, to sell the Firm. More importantly, when Committee staff suggested that Representative McKinley request a formal Advisory Opinion from the Committee, 

they explained that the Committee’s response would take some time, but ‘‘the [Firm] name can 

remain the same until the [advisory] opinion is rendered.’’ See Exhibit 11. The actual timing on 

the transactions required to complete the sale of the Firm also raise questions about Representative McKinley’s claim that he felt the need to act quickly. Representative McKinley told the 

Committee that the MOU committed him to sell the Firm to the ESOP, but did not set a sale 

price; that price could only be determined at the end of the calendar year, and thus the sale 

could not be finalized before then. See Exhibit 6, at 25. Given this, it does not seem that rushing 

to sell the Firm—before receiving the Committee’s Advisory Opinion—would remove the ‘‘January 5’’ issue, as the sale could not be finalized until 2012, regardless. 87See Comm. on Ethics, In the Matter of Allegations Related to Representative Phil Gingrey, 

H. Rept. 113–664, 113th Cong. 2d Sess. 25 (2014) (finding violations of House Rules, and issuing 

a reproval, even though ‘‘the Committee credited Representative Gingrey’s assertion that he believed his actions were consistent with House Rules.’’); Comm. on Ethics, In the Matter of Allegations Relating to Representative Shelley Berkley, H. Rept. 112–716, 112th Cong. 2d Sess. 10 

(2012) (reproval was appropriate even though ‘‘[t]he ISC found that Representative Berkley mistakenly believed the rules governing what assistance her office could provide to her husband’s 

practice required only that they treat him in the same manner by which they treated any other 

constituent.’’); see also Stallings at 5–6 (Committee issued a public reproval where the Member 

was unaware of the applicable House Rule and did not intend to violate it). 88See McKinley & Associates, ‘‘McKinley & Associates—Portfolio {Government},’’ available at 

http://www.mckinleyassoc.com/government.htm (last accessed September 27, 2016). 

asked.86 In these circumstances, Committee precedent holds that a 

public reproval is appropriate.87

After considering all of the circumstances in this matter, the 

Committee concluded that a letter of reproval is the appropriate action both to express its dissatisfaction with Representative 

McKinley’s actions, as well as to encourage Members to more properly utilize the Committee’s advice function. 

C. EIGA SECTION 501

In addition to the problems that the Firm’s name poses in terms 

of EIGA Section 502 and House Rule XXV, the Firm advertises to 

the public that it has performed work for certain federal government clients, including the National Aeronautics and Space Administration, United States Postal Service, Department of Defense, 

‘‘Veterans Administration,’’ Economic Development Administration, 

Department of Housing and Urban Development, Federal Aviation 

Administration, and Mine Safety and Health Administration.88 In 

the Firm President’s interview and in the Firm’s submission to the 

Committee, the Firm indicated that only the U.S. Postal Service remains as a client of the Firm. While the contracting process may 

not be one that would be amenable to influence, the plain language 

of Section 501 prohibits using the name of a Member in advertising 

a business that practices before the United States. Here, that name 

is a part of the Firm’s advertising insofar as it is also the name 

of the Firm, notwithstanding the fact that Representative 

McKinley’s full name no longer appears anywhere else. 

The Firm is not within the Committee’s adjudicatory jurisdiction. 

Nevertheless, in order to provide the Firm with an opportunity of 

its own to comply with the law, the Committee has authorized the 

Chairman and Ranking Member to send a letter to the Firm informing them of its interpretation of the facts and application to 

the law, and urging them to change the name or cease working 

with the U.S. Postal Service. 


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89 5 U.S.C. app. § 503(1)(A). 

V. CONCLUSION 

Representative McKinley wanted the Firm to continue to operate 

while he was a Member in the same fashion it had prior to his election. It was the view of the Committee, and of the Chairman and 

Ranking Member of the Committee in the 112th Congress, that 

this was impossible under EIGA, at least as far as the name of the 

Firm was concerned. The Committee communicated this view to 

Representative McKinley repeatedly, through a variety of channels. 

Two different staffers with years of experience interpreting these 

rules advised him of this interpretation, and the Chairman and 

Ranking Member of the Committee adopted that interpretation formally in an advisory letter to him. A former staff member of the 

Committee, who was consulted by an NRCC official on Representative McKinley’s behalf, independently reached the same conclusion 

as the Committee, and cautioned that the Firm likely could not be 

sold to a non-family member without changing the name. 

Representative McKinley also received advice from a private attorney and relied on that attorney’s counsel in taking a course of 

action that diverged from the one recommended by the Committee. 

The choice to follow his own counsel’s advice, rather than the Committee’s opinion, ultimately led Representative McKinley to sell the 

Firm with his name still attached, which left him powerless to effectuate the Committee’s advice, and which effectively stymied the 

Committee’s oversight of a Member’s compliance with EIGA.89 The 

Committee disapproves of such tactics. 

Based on his violations of House Rules and federal law, the Committee has sent a letter of reproval to Representative McKinley for 

his conduct in this matter. The Committee has also sent a letter 

to the Firm advising them of the Committee’s position with respect 

to the legality of the use of the name ‘‘McKinley & Associates.’’ 

Upon the issuance of these letters and the publication of this Report, the Committee will consider this matter closed. 

VI. STATEMENT UNDER HOUSE RULE XIII, CLAUSE 3(C) 

The Committee made no special oversight findings in this Report. 

No budget statement is submitted. No funding is authorized by any 

measure in this Report. 


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HOUSE OF REPRESENTATIVES, COMMITTEE ON ETHICS, Washington, September 28, 2016. 

Member’s Personal Attention: 

Hon. DAVID MCKINLEY, 

House of Representatives, 

Washington, DC. 

DEAR REPRESENTATIVE MCKINLEY: On September 27, 2016, the 

Committee on Ethics (Committee) voted to issue you this letter of 

reproval in response to your knowing disregard of the Committee’s 

advice regarding the name of your former engineering and architecture firm, McKinley & Associates (the Firm), in a fashion that resulted in a violation of House Rules and the Ethics in Government 

Act (EIGA), 5 U.S.C. app. § 502(a). The Committee has also voted 

to adopt and publish the attached Report to the House of Representatives. 

The conduct for which you are being reproved includes your 

choice to ignore advice provided by this Committee, given from at 

least November 2010 until June 2011, both informally and in a formal advisory opinion letter dated June 24, 2011, in which the Committee counseled that the Firm should change its name, given its 

fiduciary responsibilities and the consequences that such responsibilities triggered under House Rules and EIGA. Instead of complying with the advice of the Committee, which has the sole authority under EIGA to administer these restrictions for Members of 

the House, you chose not to change the name of the Firm, and instead sold your interest in the Firm, with the name intact. Further, 

you did not inform the Committee of this action until after you had 

taken it. 

With respect to this conduct, you violated 5 U.S.C. app. § 502, 

which provides that a Member shall not ‘‘permit [his] name to be 

used by’’ firms providing professional services involving a fiduciary 

relationship. Such behavior is also prohibited by House Rule XXV, 

clause 2. In failing to comport with this standard, you also violated 

House Rule XXIII, clauses 1 and 2, which state that ‘‘[a] Member 

. . . shall behave at all times in a manner that shall reflect 

creditably on the House,’’ and ‘‘shall adhere to the spirit and the 

letter of the Rules of the House.’’ 

The Committee found that prior to your election to the House, 

you worked as a licensed professional engineer at the Firm, which 

you established and at which you were also an officer and director. 

The Firm used the name ‘‘McKinley & Associates’’’ since 1989; prior 

to that, you operated a sole practitioner’s office in West Virginia, 

focused solely on engineering services, known as ‘‘McKinley Engineering,’’ which you folded into the Firm once it began offering architectural services. Under West Virginia law, architecture is a profession that involves fiduciary duties. While your father was also 

a licensed professional engineer, and while you and your father had 

informal professional relationships throughout your career until his 

retirement, your father did not establish or co-found the Firm, was 

never on the payroll of the Firm, and maintained his own separate 

business when you started the Firm. 

After you were elected to the House in 2010, you sought the advice of Committee staff regarding the Firm. Staff’s original advice 


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1 You have contended that at some point in early 2011, in one telephone conference with one 

Committee staffer, that staffer informed you that you would not need to change the Firm’s 

name. As more fully discussed in the accompanying Report, the evidence of precisely what transpired during that informal conference is unclear, and in any event, cannot override the consistent and contrary opinion of the Committee and its staff throughout the advisory process, 

much less the formal advisory opinion issued later that year. On March 31, 2011, your attorney 

was informed by Committee counsel that the staff would recommend that the Committee issue 

a formal advisory opinion concluding that you must change the Firm’s name. You signed a 

Memorandum of Understanding, in which you agreed to sell the Firm without changing its 

name, 11 days later. 2The Committee’s letter advised you that it would be permissible to change the name of the 

Firm to ‘‘McKinley Engineering,’’ on the basis that your father had operated a business using 

that name. As discussed more fully in the accompanying Report, this was a factual error that 

appears to be based largely on vague and confusing syntax in a submission by your own lawyer. 

That factual error notwithstanding, you did not choose to rename the Firm ‘‘McKinley Engineering,’’ and you did not request that the Committee revise its opinion to accord with accurate 

facts, despite notice and opportunity to do so. 3The Committee is aware of your position, taken repeatedly throughout this process, that the 

Finn’s name refers not only to you, but to your father. Accordingly, you wish to rely on an exception to EIGA and House Rule XXV permitting an entity that provides fiduciary services to continue using the name of a Member where that name is associated with a family business. The 

accompanying report provides a fulsome view of the Committee’s analysis of the family name 

exception, but in short, it does not apply here. Your father’s reputation in the West Virginia 

engineering community notwithstanding, the facts of this case demonstrate that the Firm is not 

named for your father. It is named for you. EIGA prohibits the use of your name now that you 

are a Member of Congress. 

was that the Firm would need to change its name. You disagreed 

with that advice, and responded to it in two independent ways. 

First, you continued to dispute, through counsel, the Committee’s 

advice, in an attempt to change the Committee’s position. The 

Committee considered your arguments, but you and your counsel 

were repeatedly advised that the Committee would likely require 

you to the change the name of the Firm.1 On June 24, 2011, the 

Committee issued a formal advisory opinion to you, informing you 

that House Rules and federal law required the Firm to change its 

name.2 Second, based on your own counsel’s legal advice, you began 

the process of selling your interest in the Firm to the Firm’s Employee Stock Option Plan (ESOP), without changing the name. 

While you and the Firm had contemplated the sale prior to your 

election to the House, the process of selling the Firm took some 

time, culminating in a formal agreement of sale on December 31, 

2011 (six months after the Committee’s advisory opinion), and a 

closing date of April 30, 2012. Despite the Committee’s advice, at 

no point in the process of selling the Firm did you require that the 

Firm change its name, based on the contrary advice of your own 

lawyer, which misconstrued the rules and relevant federal law. The 

Firm still uses the name McKinley & Associates today. 

With respect to EIGA Section 502 and House Rule XXV, the 

Firm used and continues to use your name while providing fiduciary services. Specifically, architecture is a service defined as one 

involving fiduciary responsibilities—both as a matter of West Virginia law and within the legislative history of EIGA itself The statute and House Rule were designed to prevent conflicts of interest 

between a Member’s duty to the public and his fiduciary duties to 

his client. As a practical matter, when Members are elected to the 

House and have associations with these sorts of businesses, the 

Committee consistently advises them that the appropriate course of 

action is to cease receipt of any compensation and to remove their 

name from the business and its materials.3 Having disregarded 

this advice, you acted in a manner contrary to House rules and federal law. 


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Your disregard for the Committee’s advice and processes not only 

led to a substantive violation of these principles, it impaired the 

Committee’s function in enforcing the standards set by your peers. 

Thus, your actions failed to comply with the spirit and letter of 

House Rules, and did not reflect creditably on the House. 

Accordingly, based on your conduct in this matter, the Committee has determined that you should be publicly reproved. Now 

that this letter has issued and the Committee has publicly noted 

its reproval of your conduct, the Committee has determined that 

this matter is closed. 

Sincerely, 

CHARLES W. DENT, 

Chairman. 

LINDA T. SA ́ NCHEZ, 

Ranking Member. 


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SSpencer on DSK4SPTVN1PROD with REPORTSInsert graphic folio 133 here HR795.104
130 


SSpencer on DSK4SPTVN1PROD with REPORTSInsert graphic folio 134 here HR795.105
131 


SSpencer on DSK4SPTVN1PROD with REPORTSInsert graphic folio 135 here HR795.106
132 


SSpencer on DSK4SPTVN1PROD with REPORTSInsert graphic folio 136 here HR795.107
133 


SSpencer on DSK4SPTVN1PROD with REPORTSInsert graphic folio 137 here HR795.108
134 


SSpencer on DSK4SPTVN1PROD with REPORTSInsert graphic folio 138 here HR795.109
135 


SSpencer on DSK4SPTVN1PROD with REPORTSInsert graphic folio 139 here HR795.110
136 


SSpencer on DSK4SPTVN1PROD with REPORTSInsert graphic folio 140 here HR795.111
137 


SSpencer on DSK4SPTVN1PROD with REPORTSInsert graphic folio 141 here HR795.112
138 


SSpencer on DSK4SPTVN1PROD with REPORTSInsert graphic folio 142 here HR795.113
139 


SSpencer on DSK4SPTVN1PROD with REPORTSInsert graphic folio 143 here HR795.114
140 


SSpencer on DSK4SPTVN1PROD with REPORTSInsert graphic folio 144 here HR795.115
141 


SSpencer on DSK4SPTVN1PROD with REPORTSInsert graphic folio 145 here HR795.116
142 


SSpencer on DSK4SPTVN1PROD with REPORTSInsert graphic folio 146 here HR795.117
143 


SSpencer on DSK4SPTVN1PROD with REPORTSInsert graphic folio 147 here HR795.118
144 


SSpencer on DSK4SPTVN1PROD with REPORTSInsert graphic folio 148 here HR795.119
145 


SSpencer on DSK4SPTVN1PROD with REPORTSInsert graphic folio 149 here HR795.120
146 


SSpencer on DSK4SPTVN1PROD with REPORTSInsert graphic folio 150 here HR795.121
147 


SSpencer on DSK4SPTVN1PROD with REPORTSInsert graphic folio 151 here HR795.122
148 


SSpencer on DSK4SPTVN1PROD with REPORTSInsert graphic folio 152 here HR795.123
149 


SSpencer on DSK4SPTVN1PROD with REPORTSInsert graphic folio 153 here HR795.124
150 


SSpencer on DSK4SPTVN1PROD with REPORTSInsert graphic folio 154 here HR795.125
151 


SSpencer on DSK4SPTVN1PROD with REPORTSInsert graphic folio 155 here HR795.126
152 


SSpencer on DSK4SPTVN1PROD with REPORTSInsert graphic folio 156 here HR795.127
153 


SSpencer on DSK4SPTVN1PROD with REPORTSInsert graphic folio 157 here HR795.128
154 


SSpencer on DSK4SPTVN1PROD with REPORTSInsert graphic folio 158 here HR795.129
155 


SSpencer on DSK4SPTVN1PROD with REPORTSInsert graphic folio 159 here HR795.130
156 


SSpencer on DSK4SPTVN1PROD with REPORTSInsert graphic folio 160 here HR795.131
157 


SSpencer on DSK4SPTVN1PROD with REPORTSInsert graphic folio 161 here HR795.132
158 


SSpencer on DSK4SPTVN1PROD with REPORTSInsert graphic folio 162 here HR795.133
159 


SSpencer on DSK4SPTVN1PROD with REPORTSInsert graphic folio 163 here HR795.134
160 


SSpencer on DSK4SPTVN1PROD with REPORTSInsert graphic folio 164 here HR795.135
161 


SSpencer on DSK4SPTVN1PROD with REPORTSInsert graphic folio 165 here HR795.136
162 


SSpencer on DSK4SPTVN1PROD with REPORTSInsert graphic folio 166 here HR795.137
163 


SSpencer on DSK4SPTVN1PROD with REPORTSInsert graphic folio 167 here HR795.138
164 


SSpencer on DSK4SPTVN1PROD with REPORTSInsert graphic folio 168 here HR795.139
165 


SSpencer on DSK4SPTVN1PROD with REPORTSInsert graphic folio 169 here HR795.140
166 


SSpencer on DSK4SPTVN1PROD with REPORTSInsert graphic folio 170 here HR795.141
167 


SSpencer on DSK4SPTVN1PROD with REPORTSInsert graphic folio 171 here HR795.142
168 


SSpencer on DSK4SPTVN1PROD with REPORTSInsert graphic folio 172 here HR795.143
169 


SSpencer on DSK4SPTVN1PROD with REPORTSInsert graphic folio 173 here HR795.144
170 


SSpencer on DSK4SPTVN1PROD with REPORTSInsert graphic folio 174 here HR795.145
171 


SSpencer on DSK4SPTVN1PROD with REPORTSInsert graphic folio 175 here HR795.146
172 


SSpencer on DSK4SPTVN1PROD with REPORTSInsert graphic folio 176 here HR795.147
173 


SSpencer on DSK4SPTVN1PROD with REPORTSInsert graphic folio 177 here HR795.148
174 


SSpencer on DSK4SPTVN1PROD with REPORTSInsert graphic folio 178 here HR795.149
175 


SSpencer on DSK4SPTVN1PROD with REPORTSInsert graphic folio 179 here HR795.150
176 


SSpencer on DSK4SPTVN1PROD with REPORTSInsert graphic folio 180 here HR795.151
177 


SSpencer on DSK4SPTVN1PROD with REPORTSInsert graphic folio 181 here HR795.152
178 


SSpencer on DSK4SPTVN1PROD with REPORTSInsert graphic folio 182 here HR795.153
179 


SSpencer on DSK4SPTVN1PROD with REPORTSInsert graphic folio 183 here HR795.154
180 


SSpencer on DSK4SPTVN1PROD with REPORTSInsert graphic folio 184 here HR795.155
181 


SSpencer on DSK4SPTVN1PROD with REPORTSInsert graphic folio 185 here HR795.156
182 


SSpencer on DSK4SPTVN1PROD with REPORTSInsert graphic folio 186 here HR795.157
183 


SSpencer on DSK4SPTVN1PROD with REPORTSInsert graphic folio 187 here HR795.158
184 


SSpencer on DSK4SPTVN1PROD with REPORTSInsert graphic folio 188 here HR795.159
185 


SSpencer on DSK4SPTVN1PROD with REPORTSInsert graphic folio 189 here HR795.160
186 


SSpencer on DSK4SPTVN1PROD with REPORTSInsert graphic folio 190 here HR795.161
187 


SSpencer on DSK4SPTVN1PROD with REPORTSInsert graphic folio 191 here HR795.162
188 


SSpencer on DSK4SPTVN1PROD with REPORTSInsert graphic folio 192 here HR795.163
189 


SSpencer on DSK4SPTVN1PROD with REPORTSInsert graphic folio 193 here HR795.164
190 


SSpencer on DSK4SPTVN1PROD with REPORTSInsert graphic folio 194 here HR795.165
191 


SSpencer on DSK4SPTVN1PROD with REPORTSInsert graphic folio 195 here HR795.166
192 


SSpencer on DSK4SPTVN1PROD with REPORTSInsert graphic folio 196 here HR795.167
193 


SSpencer on DSK4SPTVN1PROD with REPORTSInsert graphic folio 197 here HR795.168
194 


SSpencer on DSK4SPTVN1PROD with REPORTSInsert graphic folio 198 here HR795.169
195 


SSpencer on DSK4SPTVN1PROD with REPORTSInsert graphic folio 199 here HR795.170
196 


SSpencer on DSK4SPTVN1PROD with REPORTSInsert graphic folio 200 here HR795.171
197 


SSpencer on DSK4SPTVN1PROD with REPORTSInsert graphic folio 201 here HR795.172
198 


SSpencer on DSK4SPTVN1PROD with REPORTSInsert graphic folio 202 here HR795.173
199 


SSpencer on DSK4SPTVN1PROD with REPORTSInsert graphic folio 203 here HR795.174
200 


SSpencer on DSK4SPTVN1PROD with REPORTSInsert graphic folio 204 here HR795.175
201 


SSpencer on DSK4SPTVN1PROD with REPORTSInsert graphic folio 205 here HR795.176
202 


SSpencer on DSK4SPTVN1PROD with REPORTSInsert graphic folio 206 here HR795.177
203 


SSpencer on DSK4SPTVN1PROD with REPORTSInsert graphic folio 207 here HR795.178
204 


SSpencer on DSK4SPTVN1PROD with REPORTSInsert graphic folio 208 here HR795.179
205 


SSpencer on DSK4SPTVN1PROD with REPORTSInsert graphic folio 209 here HR795.180
206 


SSpencer on DSK4SPTVN1PROD with REPORTSInsert graphic folio 210 here HR795.181
207 


SSpencer on DSK4SPTVN1PROD with REPORTSInsert graphic folio 211 here HR795.182
208 


SSpencer on DSK4SPTVN1PROD with REPORTSInsert graphic folio 212 here HR795.183
209 


SSpencer on DSK4SPTVN1PROD with REPORTSInsert graphic folio 213 here HR795.184
210 


SSpencer on DSK4SPTVN1PROD with REPORTSInsert graphic folio 214 here HR795.185
211 


SSpencer on DSK4SPTVN1PROD with REPORTSInsert graphic folio 215 here HR795.186