by There were a number of bylaw changes proposed in advance of the NRA Annual Meeting. In my opinion, none was more contentious nor more change-oriented than the proposal to restructure the Executive Committee. The bylaw as originally proposed would have reduced the Executive Committee in size from 20 members to nine. The structure would have been changed from 20 at-large members selected from the Board of Directors to the three officers, the committee chairs of Audit, Finance, Legal Affairs, and Membership, and two at-large members from the Board as a whole.
President Bill Bachenberg presented the bylaw proposal to the members at the Meeting of Members for comment in an effort to get the pro and con arguments on the table. While I cannot speak for all of these Meeting of Members as I’ve only attended a few, this seemed to be a radical change in favor of transparency. The bylaw proposal was also discussed extensively in a Board Town Hall held the week before leaving for Houston.
The bylaw change was also discussed in the Bylaws and Resolutions Committee extensively. Both in the Board Town Hall and in this meeting, I was under the impression that the consensus was to enlarge the Executive Committee by two more at-large members and that this change was to be incorporated. In the greater scheme of things, nine versus 11 is not that great of an expansion.
When this bylaw amendment was presented to the Board by the Bylaws and Resolutions Committee in last Monday’s Board meeting, their committee substitute returned to the original nine members. This would have essentially given the President four votes in the committee as he appointed three of the four committee chairs. The Audit Committee chair is selected by the members of the Audit Committee.
After the motion to approve the bylaw change was introduced and seconded, I introduced an amendment to expand the number of at-large members to four and the overall number to 11. You can see my amendment in the embedded document. The feeling of myself and others was this was essential to bring balance to the committee. Frankly, I do not know if the bylaw change would have been passed without this amendment.
Hanging over the debate on this bylaw change were two things. First, members remembered the autocratic rule of past NRA President Charles Cotton. His name was invoked many times throughout the whole meeting as a warning. Second, there was the specter of the Special Litigation Committee which had worked virtually in secret and hand-in-hand with Bill Brewer.
The debate on this bylaw amendment was vigorous but respectful. You had reformers on both sides of the issue. For example, Jeff Knox argued for it while Judge Phil Journey argued against it. I doubt you could find any two who had been more identified with the reform movement within the Board than those two. As an aside, all of this debate happened during open session.
When the amended bylaw change came to a vote, it was a recorded roll call vote which will appear in the Official Journal (aka the American Rifleman and the American Hunter) at a later date. The final vote was 38 yea, 25 nay, and 2 voting present. For the record, I voted in favor of the amended bylaw. I should also note that I had been a member, though briefly, of the previous 20-member Executive Committee.
Key to my vote were a few factors. First, there was now parity between the President and the Board. Second, all meetings of the Executive Committee are open to all Board members. Third, any decision can be overruled by a simple majority of the Board of Directors. Fourth, the restrictions on the powers of the Executive Committee were substantial yet not so onerous as to make them powerless.
One of the many arguments made for the reduction in the size of the Board of Directors is that you cannot get anything done with a Board of 76 directors. Some have argued that the Board should be more like a corporate board with a small number running the affairs of the Association. In one sense, this is what we created with the new reconstituted Executive Committee. It will act like a governance committee while the Board as a whole remains more like a legislative body.
The Bylaws and Resolutions Committee substitute along with my amendment are embedded below. You can see some of my handwritten notes in the PDF.
