by The first resolution offered at the 2023 Meeting of Members came from John Carr, a Patron Life Member from St. Louis, MO. As he handwrote the resolutions, I don’t have a copy. In his resolution, Mr. Carr asked for two things. First, that we be given three options for voting for Board candidates. These would be For, Against, and Abstain. This mimics how public corporations do it in their annual proxy votes. Second, it called for a vote of confidence in Wayne LaPierre.
Before Mr. Carr’s resolution could be read, NRA President Charles Cotton ruled it out of order as it wasn’t in the form of a resolution. Mr. Cotton could have given Carr the opportunity to amend his resolution to meet the proper format required but didn’t.
The second resolution was from Jeff Knox. It called for a vote of no confidence in the officers of the NRA and specifically asked that that Charles Cotton and David Coy resign. After virtually no discussion other than an explanation from Jeff, the vote was called. By my estimate of the show of hands, it failed in a 1/3 aye, 2/3 nay vote. An estimate of the number of attendees was put at about 600 voting members.
The resolution of no confidence in the officers is below.
Resolution of No Confidence in the Officers
Proposed by Jeff Knox, Endowment Life Member, Arizona.
Whereas it is the sworn duty of all members of the Board of Directors of the National Rifle Association, and particularly the officers of the Board, to put the needs and interests of the Association above any personal considerations or other loyalties, and
Whereas Directors and officers of the NRA have a legal, ethical, and moral responsibility to be honest and above-board in their dealings with fellow Directors, staff, and the members of the Association, and
Whereas it is the duty of the members of the Audit Committee, as explained in the Committee’s Mission Statement; “to assist the Board of Directors in its oversight of the integrity of financial information, its review of the adequacy of the system of internal controls established by the Association, and its monitoring of the audit process,” as well as to specifically; “review the Association’s financial reporting process and internal controls, review and appraise the audit efforts of the Association’s independent auditors, and provide open means of communication between the Directors, the independent auditors, and the financial and senior management of the Association,” and to; “provide oversight of regulatory compliance and business ethics compliance,” and
Whereas it is also the duty of members of the Audit Committee to oversee and deal with questions of conflict of interest, related party transactions, and the oversight and management of the Association’s “whistleblower” policies, and
Whereas all of the above-mentioned duties and responsibilities are particularly incumbent upon the Chair and Vice Chair of the Audit Committee, as they are responsible for leading, and ensuring that the other members of the Committee are informed of, and in compliance with, these requirements and duties, and
Whereas Mr. Charles Cotton and Mr. David Coy, who currently serve, respectively, as President and Second Vice President of the NRA Board of Directors, and have alternately served as Chair and Vice Chair of the Audit Committee for many years, have both failed in their fiduciary duties and obligations to the members of the NRA by placing personal relationships, and loyalty to Wayne LaPierre above the requirements of their respective offices, failing to properly oversee outside auditors, failing to engage in any sort of thorough, internal audits, failing to thoroughly evaluate internal systems, policies, and protocols to ensure the security of the system from abuse, failing to fully inform the Board of Directors of critical information, failing to enforce conflict of interest and related party transaction policies, and approving such conflicts of interest and related party transactions, with little scrutiny, and no penalty for tardy or incomplete reporting, and failing to give proper consideration to whistleblowers alarms, failing to adequately protect whistleblowers, and failing to report critical whistleblower concerns to the full Board, therefore, be it
Resolved, That the members here gathered at the NRA Annual Meeting of Members, on this 15th day of April, 2023, do hereby express our extreme frustration with these officers, and declare that we have No Confidence in their ability to effectively serve this Association in any of their current positions as officers and members of finance-related, governance-related, and litigation-related committees, and we call upon the Board of Directors to select others from among their members, who have not been involved in the serious failings of the Audit Committee over the past 20+ years, to fill these positions.
It’s amazing that the 400 WLP-supporting members of the NRA al happened to be there for the vote?
Who are the people who believe that NRA is heading in a good direction under the current leadership? Seriously, who?
For clarification, the guy’s first resolution was ruled “out of order” by Cotton because election issues are spelled out in the Bylaws. Cotton said that instead of a resolution, he should have submitted a Bylaw amendment proposal. He ruled it “out of order” and allowed no debate or discussion.
The second point of his resolution was that mail-in ballots include a question of Confidence or No Confidence in the EVP, as a way for members to express their opinions to the Board prior to the Board’s voting on the EVP.
I wish Mr. Carr had shown me his resolution in advance so I could have advised him some.
In most organizations a situation like that would have been handled by the Chair noting that the resolution wasn’t in the correct form, and suggesting that it be modified to be presented as a resolution requesting that the Bylaws and Resolutions Committee consider the suggested changes for inclusion in a future Bylaw amendment.
On my resolution, Mr. Cotton claimed that part of the resolution was out of order and he arbitrarily struck part of the language, claiming that it was tying the hands of the Board. When I rose to speak to my resolution, I contested that, pointing out that the entire resolution was only advisory from the members present to the Board, and therefore not binding or in any way tying the Board’s hands, but rather than make a formal issue of it, i chose to accept his changes in order to move forward with the main resolution, rather than get tied up in parliamentary bickering about details and muddying the water. In my comments, I pointed out that both Mr. Cotton and Mr. Coy had admitted to falsely claiming to outside auditors that the EVP’s office had no hand in financial issues, and should not be examined. Their excuse for this falsehood was that they “trusted Wayne.”
As with my subsequent resolution of No Confidence in Wayne LaPierre, those arguing against the resolution didn’t argue the facts of my resolution, but instead argued that I was trying to tear down the NRA and am just a troublemaker. As they say, when you can’t argue the facts, attack the messenger.