Reports On January NRA Board Meeting

As you know from my earlier post, I attended the Dallas Safari Club Convention in Atlanta rather than the NRA Board Meeting in Dallas. I know that sounds backwards but when the DSC Convention was planned the Kay Bailey Hutchison Convention Center was supposed to be in the process of being demolished.

Thanks to reports by Frank Tait and NRA In Danger, we know how the meeting went. The bottom line was that it went even better than hoped for those of us in favor of reform.

Significantly, the Special Litigation Committee was dissolved! But wait, there’s more! Brewer, Attorneys and Counselors, have resigned from representing the NRA and their only continued work is transitioning legal matter to General Counsel Michael Blas.

From Frank in part on the bylaw amendments and resolutions:

• Several By-Law amendments and policies were passed to address compliance with NY Nonprofit law:
  • Enhanced federal 990 (tax return) and CHAR500 (NY return) reporting
  • Updates to the Conflict of Interest Policy, including making the threshold any aggregate amount over 1,000 in any 12 months.
  • Director Nomination policy, including mandatory background checks
  • Officer Eligibility Requirements (minimum age, etc.)
  • The threshold for ethics complaints is “malicious disparagement.” This is important because it appears that attempts were made to constrain directors from voicing issues that some would prefer to keep within the board. This keeps valuable reporting from people like Jeff Knox and John Richardson available to the members.
  • Cleaned up the by-laws regarding Junior members transitioning to regular members at age 18 (Thanks, Bitterb!)
  • While Ron Andring’s resolution regarding adding the Conflict of Interest policy to the by-laws was defeated, the Conflict of Interest policy will be provided online and will be referenced in the By-Laws book
• A Resolution calling for the clawback of any advanced expenses from former EVP LaPierre passed. Note that LaPierre fully paid the amounts, including interest, from the jury verdict in the NY case.
• The EVP search committee has been repurposed. Any search is now off the table. The Committee has been renamed the Special Committee of Leadership Criteria and focuses on developing appropriate job descriptions and determining the attributes needed for all officer positions.

Dennis Fusaro and I had multiple discussions regarding indemnification and advanced expenses prior to the meeting. I understand from another director that there was an extensive discussion of the differences between indemnification and advances and whether a signed agreement was required in the clawback of expenses. It is my understanding this resolution is being referred back to the Bylaws and Resolutions Committee to clean up imprecise language.

NRA In Danger reports:

It began with two tests of strength. A motion to change the agenda so that the resolution abolishing the Special Litigation Committee (SLC) and some other key one would come first, before even the committee reports. Dennis Fusaro pointed out that those resolutions were the most important ones, and the board might as well get them out of the way. That carried by an overwhelming voice vote. Then Jeff Knox pointed out the agenda had a mass of deliberations being held in executive session, and he moved to delete that and only go into executive session as necessary on individual items. The tests of strength indicated the reformers had strong support.

New CEO Doug Hamlin reported, and it was a very businesslike report, not at all like the LaPierre presentations, which usually were political rah-rahs. Membership continues to drop, but the rate of drop is greatly reducing (a factual statement that would never have been uttered by LaPierre). Revenues were up a little in 2024. The roof has been fixed and the top floor now fully usable. Looking to lease out offices in the South Tower. Court cases have either been resolved or are transitioning (meaning have been taken away from Brewer). A secure internal portal has been created for directors to communicate with each other and with the entire board (no more sending it to HQ for distribution). It was a report from an effective manager rather than from a lobbyist pushed upstairs. (The report from Treasurer Sonya Rowling was likewise: she just said, you have my written report. Do you have any questions?)

Then came the serious work. Rocky Marshall spoke to the resolution abolishing the SLC. No one opposed it, the fight was over whether responsibility for the four cases it had been handling should go to EVP (as it normally would or to Legal Affairs Committee). Several reformers supported EVP, and several non-reformers supported Legal Affairs. Dennis Fusaro (corrected) pointed out Legal Affairs is legally not a “committee of the board” and cannot make decisions that bind the NRA, it can only recommend that the entire board do so. (This would mean it can’t settle a case or pay an invoice). In the end the “Legal Affairs Committee” option did carry. (A later resolution ordered the SLC to turn over all its records to the General Counsel. Ouch, that’s gonna hurt). The final vote to abolish the SLC was overwhelming. A chorus of “Aye,” and a barely audible peep of “Nay.”

Kudos to both Dennis and Jeff for putting first things first and for keeping the use of executive session limited. I would also like to thank whomever inserted the word “malicious” into the Code of Conduct.

I am also happy to see that the roof has been fixed in the Headquarters Building and that the 7th floor is usable again. I seem to remember someone had a resolution at the 2022 Meeting of Members about fixing the leaking roof that ended up being defeated about being poo-pooed by numerous directors under instruction from the cabal. Gee, I wonder who brought that resolution.

Please read both reports in their entirety. There is important stuff reported there.

It is my hope that there will come a time when in the interest of transparency all board meetings will be livestreamed and official minutes will be post expeditiously. Being open and transparent nullifies the gossip and innuendo that our blood enemies in the anti-rights industry like to spread. You can’t lie about things when it the truth is there for all to see.