Let’s Be Above Average

In another voting facts factoid from the Falls Township Rifle and Pistol Association, we learn that in the last five NRA Board elections that it took an average of 51,774 votes to be elected.

If what I’m hearing on the ground is accurate, it should take more than that to be elected. The reason being is that I’m hearing from long time members that they plan to vote for the first time. Moreover, they plan to vote for NRA 2.0 and reform.

If you have friends who are NRA members, ask them if they are a voting member? Ask them if they have voted yet? If they answer no, tell them they need to vote and they need to vote for NRA 2.0. While it might be nice to see the NRA returned to its former prominence, I am more concerned about it being an effective advocate for the Second Amendment and not worrying about who gets the credit for the win.

Go to ElectANewNRA.com to see the whole slate.

March 7th Is Deadline To Become A Voting Member

I received an email this morning from NRA Secretary John Frazer which clarifies the deadline to become a voting member eligible to vote in the 2025 NRA Board of Directors election. The deadline is March 7th.

Here is the email from Frazer:

To:          Board and Executive Council members

                2025 Board of Directors candidates

We’ve received a couple of questions about the voting eligibility of members who paid their Life membership dues in January or February. 

Under the Bylaws, anyone who is a fully paid Life member (or reaches the five-year mark of annual membership) at least 50 days before the Annual Meeting of Members is eligible to vote.  This year, that date is March 7.

However, anyone who becomes eligible after late December wouldn’t get a ballot in the February magazines (or the initial first-class mailing for overseas ballots).  Members who qualify to vote between that initial data pull and March 7 will receive a ballot by first-class mail around March 11.

Based on the questions we’ve received and some social media posts, it appears that our Membership call center may not have communicated that clearly.  We’ve reminded the call center about this timeline. 

Anyone who joined early enough to get a ballot in the initial mailing, but still hasn’t received one, can contact Membership to verify their ballot status, and request a replacement if appropriate.

Many thanks to those who called this to our attention, and please let me know if you have any questions.

Sincerely,

John Frazer

Secretary

National Rifle Association of America

11250 Waples Mill Rd.

Fairfax, VA 22030

So if you are planning on buying or upgrading to a Life Membership so that you can vote in this election, your deadline to do so is March 7th.

The half price Life Membership offer at $750 has reportedly expired. However, it is still listed online here. If you are considering becoming a Life Member, do it now and take advantage of that discount. I sincerely doubt that the days of the $300 “friends and family” Life Memberships will ever return.

Proof Online Voting Is Viable

One of the questions I have been getting with some frequency as a candidate for the NRA Board of Directors is, “Can I vote online?” I have to answer that they cannot and they must use the paper ballot that was mailed to them in the February issue of the various NRA magazines.

It is a reasonable question and with today’s technology the question really should be “Why can’t I?” We vote proxies for multi-billion dollar public companies online all the time with the option to use a paper ballot. We use DocuSign to sign off securely on mortgages and financial transactions. Judge Cohen called the paper and ink petition signature gathering process as very “20th Century” and “antiquated”. In his Final Order, while permitting the paper petitions to remain, he said the NRA must provide an online alternative.

It is doable and I know it is doable because I just voted that way this evening for the Dallas Safari Club Board of Directors. I realize that DSC is a much smaller organization but I can’t see why it could not work for a larger organization like the NRA.

I was given an Election Code and Voting PIN. The ballot had the names of five candidates plus spaces for three write-in candidates. I could vote for up to three candidates. I ended up voting for only two and the system questioned whether I wanted to vote for a third candidate before submitting my vote. I didn’t and it went through with no troubles. As you can see above, I even got a confirm that it was a success.

This system was run by a company called YesElections which was formerly known as Election-America, Inc. According to a PDF e-book that I downloaded, they are able to handle hybrid elections where members are sent a paper ballot with the option to vote it online.

I plan to follow up with them this week and ask is there a maximum limit on the number of voters that they can handle. I know there are other companies like ProxyVote that handle millions of proxy votes during Annual Meeting season. While the latter is exclusively for the financial world, YesElections seems to work with a wider range of clients ranging from associations to unions to educational institutions.

Read their e-book yourself. Can you think of any reason something like this could not be implemented for the 2026 NRA Board of Directors’ election?

I can’t.

Letter On Electioneering

A letter went out today to the Board of Directors signed by Bob Barr, Bill Bachenberg, Mark Vaughan, and Doug Hamlin concerning statements that cross the line when it comes to campaigning for the Board. I don’t know what precipitated this letter nor do I know if it is aimed at any one in particular. It could just be a general warning letter to Board members to “keep it clean”.

That said, it could be aimed at the reform slate for daring to call the old guard or Wayne’s enablers the “cabal” and urging voters not to vote for them. Conversely, it could be aimed at the troll named “Seth Haan” who I called out for his attack on Jeff Knox.

I will say that I’ve tried to be objective in my push for the reform slate which includes me. Likewise, it is my considered opinion that there are some running to keep their Board seats whose past behavior makes them unworthy of your vote and I stand by that.

It is time to replace what has long been a passive Board with an activist Board that will work to reform, rebuild, and rejuvenate the NRA. That can only come from electing the slate of reformers found at ElectANewNRA.com. I might add Mark Shuell to the list as he has been endorsed by Jeff Knox.

If you are a voting member and have not yet voted, I would encourage you to do so ASAP. If you have been disgusted by the grifting of the past and just turned your back on the NRA, I say to come back and help make a positive change. Voting participation in the past has been atrocious and that has worked to the cabal’s advantage. Now is the time to change that!

Below is a copy of the letter sent to the Board:

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.

Keep Rick Ector In Your Prayers

Our good friend Rick Ector, NRA Director and the catalyst behind training thousand of women in Detroit, recently suffered a stroke. I only found out about it yesterday thanks to a post by Candy Petticord. She reports that he is doing well but has a long recovery process.

Hi, Everyone!!

To those of you who know Rick Ector and/or have participated in Rick Ector‘s Annual Women’s Shooting Event in Detroit, I wanted to let you know that Rick has suffered a stroke, however, he is doing well. He is currently in a rehabilitation facility, and he has a long recovery process ahead of him, but he is alert, talking, laughing, joking and trying desperately to have a coffee IV inserted. 😂😂

I have it on great authority that the July Women’s Shooting Event is still on, so please plan on attending!! 😃👍🏾😃

Anyone wanting to send cards to Rick, please send them to:

Rick Ector c/o Tanisha Moner, 44544 Bayview Ave., Unit 26313, Clinton Township, Mi 48038

That is good news that both Rick is doing well considering and that the July Women’s Shooting Even is still on. Few people have done more grass roots work in reaching out to an underserved community – urban women – than Rick. He has always had my vote for the NRA Board of Directors and fortunately he will still be on the Board for the next two years and then some.

Please take the time to reach out to Rick and send a card or note. You may not think it is much but the mind. body, spirit connection is real and a card may raise his spirits.

Transparency? We Don’t Need No Stinkin’ Transparency

One of the key pledges of the reform candidates is transparency. It is one of our core values. The members of the NRA have been kept in the dark for much too long.

A friend mentioned something dealing with the NRA’s 2023 Form 990 to me and I decided to investigate a little further. Part VI of the form asks about an organization’s governance, management, and disclosure. All organizations are required to answer all the questions in Part VI though Federal law doesn’t mandate any particular form of management structures, operational policies, or disclosure practices. That said, the IRS does consider the answers to these questions as being helpful in ensuring tax compliance.

There are two questions in particular dealing with transparency as evidenced by disclosure and documentation. They are Part VI, Lines 8a and 8b.

From the IRS Form 990 Instructions:

Answer “Yes” on lines 8a and 8b if the organization contemporaneously documented by any means permitted by state law every meeting held and written action taken during the organization’s tax year by its governing body and committees with authority to act on behalf of the governing body (which ordinarily don’t include advisory boards). Documentation permitted by state law can include approved minutes, email, or similar writings that explain the action taken, when it was taken, and who made the decision. For this purpose, contemporaneous means by the later of (1) the next meeting of the governing body or committee (such as approving the minutes of the prior meeting), or (2) 60 days after the date of the meeting or written action. If the answer to either line 8a or 8b is “No,” explain on Schedule O (Form 990) the organization’s practices or policies, if any, regarding documentation of meetings and written actions of its governing body and committees with authority to act on its behalf. If the organization had no committees, answer “No” to line 8b.

As you can see in the screen shot below, the NRA answered Yes to 8a and No to 8b. This means that the NRA kept contemporaneous minutes of their Board meetings (8a) but the committees of the Board did not (8b). The committees authorized to act on behalf of the full board include the Executive Committee, the Audit Committee, and the Special Litigation Committee.

Let’s go to a screen shot of the relevant portion of Schedule O to see the explanation of why the NRA answered No on Part VI, Line 8b.

We see that the Executive Committee kept documentation in the form of approved minutes. That’s good.

We also see that the Audit Committee kept documentation of their actions in the form of both approved minutes and written reports. That’s good as well.

And then there is the Special Litigation Committee which meets “informally”.

Informally? You are meeting to discuss litigation that originally called for the dissolution of the NRA and you are only meeting “informally”? WTF!

Whose idea was it to meet “informally” and what was the rationale behind it? Was the purpose to keep the rest of the Board and the members of the NRA in the dark? Mind you, the discussions on the litigation between the members of the SLC and the attorneys from Brewer, Attorneys and Counselors, would have been privileged and not ordinarily discoverable by the NY Attorney General’s Office.

I have been told by one board member when he questioned this that the SLC always met in executive session and thus didn’t keep minutes. So is executive session normally considered “informal”? While I am not a lawyer or an expert on NY Not for Profit Law, I really don’t think so.

Then there is the whole business of approving almost $200 million in invoices for legal fees and only documenting it by email. While a valid method per the IRS, the amount of money expended would seem to demand much more documentation and in a more formal manner. This is especially true as this has drained the coffers of the NRA. Moreover, who received these emails and were they made available to the Board as a whole?

The whole rationale for even having a Special Litigation Committee was that both Wayne LaPierre and John Frazer were named defendants in the NY trial. In a normal litigation, they would have been the two most involved as CEO/EVP and General Counsel. This leads me to ask whether either of them met with the SLC and the attorneys to discuss the litigation and its strategies. Did Wayne get special briefings on the litigation from Bill Brewer and his associates? I can’t imagine Wayne would just go along his merry way staying in the dark about the trial other than what concerned him directly without asking questions of Brewer. Remember, Wayne was in charge of keeping the NRA in existence so as to further his own lavish lifestyle.

This whole lack of transparency with regard to the decisions of the SLC just stinks. Documentation of almost $200 million in legal billings merely by email also reeks. While the SLC will probably be officially disbanded at the NRA Board of Directors’ winter meeting in Dallas, this is an issue that demands answers. At the very least, an audit – preferably a forensic audit – of the billings by Brewer, Attorneys and Counselors, is called for.

ElectANewNRA.Com

I was nominated to run for the NRA Board by the Nomination Committee (shocker!) as well as by a petition of the members. You have seen my comments on that earlier.

I exposed a lot of the wrong doing, malfeasance, and just plain stupidity on the part of many board members and staff here on my blog. You have read the posts on the NRA’s problems since 2019. Now, I intend to be part of the solution as an active board member.

I could use your help to get the message out, please share this post and let folks know that you know me.

Share with others that my bio, and the bio’s of all the slate of change agents ( 28 in all) are on the website www.ElectANewNRA.com

Voting starts when you receive your February NRA magazine (sometime around Jan 15 or so) and is open to Life Members and others who have maintained their membership consistently for 5 years or more. In other words, open to all voting members. Perhaps this will be the year that more than 5% of the eligible voters actually vote. We can hope!

Those of us pushing to reform the NRA need your involvement. Thanks for helping us save the NRA and re-establishing it as a effective voice for our Second Amendment rights.

I would like to also point out that I have finally established a Substack page. I will be using it to aid my board campaign as well as that of others running for the Board.

Discussion Of Final Judgment Item By Item

Judge Joel Cohen’s Final Judgment has been released. Realistically, I think both sides can claim victory as it grants measures to both the New York Attorney General’s Office and to the NRA. On my initial reading of the document, I wish Judge Cohen had gone a bit further. It does emphasize just how important the 2025 Board of Directors election will be for the future of the NRA.

The Final Judgment does follow much of what was said in court in the last hearing. For example, Judge Cohen was critical of the petition process calling it “antiquated” and thought it could be done electronically. That is in the Final Judgment. Another example is that Judge Cohen was leery of having the recommendations from the Committee on Organization on board size die “a quiet death in committee. The Final Judgment mandates the committee have its proposals ready for the April 2025 board meeting.

The Final Judgment itself covers seven pages and the remainder of the 25 page document is composed of exhibits. The Final Judgment starts with the Stipulations agreed to by defendants Joshua Powell and Wilson “Woody” Phillips. It then goes on to dismiss the 5th, 6th, 7th, 8th, 9th, 10th, and 11th causes of action in the NYAG’s Second Amendment Complaint. These dealt primarily with permanent bars on the named defendants along with items covered in the stipulations. The Final Judgment then moves to the remedial actions that the NRA shall implement.

Item One

Starting with the 2026 Members Meeting and continuing for the next five years, the NRA must release an Annual Compliance Report to Members. This would include details on first class travel expenses, charter travel, the number of exceptions to travel policy, and the “top five” persons granted exceptions. The compliance report would follow the outline provided in Exhibit 1. Thus, contract negotiations, whistleblower reports, and related party transactions would also be reported to members. A preliminary report must be released in advance of the 2025 Members Meeting with as many of these items included as possible.

Items Two and Three

The EVP and the Treasurer would be required to certify that both the IRS Form 990 and New York’s CHAR500 contain no “material misstatement or omission” based upon their knowledge. This would be in a form consistent with Section 302 of the Sarbanes-Oxley Act. There is no time limitation for this certification on the Form 990 while the NRA only is required to do this for the next five years with regard to the CHAR500. The Board can continue the practice in perpetuity.

Item Four

The Office of the Secretary has until March 1, 2025 to implement a secure portal to enable encrypted dissemination of Board, committee, and corporate documents to Board members. This portal would also allow encrypted communication between Board members. Item Four also requires that the draft 2023 Form 990 be made available to Board members at least three weeks in advance of the filing date. There is also a required briefing on the Form 990 open to all Board members. This can be either in-person or digital. There is a laundry list of items that are required to posted in this portal ranging from all versions of the bylaws for the last five years to reports and minutes of all committees for the last three years prior to today.

Personally, I am disappointed that Judge Cohen didn’t go further and mandate the publication of the bylaws, financial statements, and Form 990 on the NRA website open to ALL NRA members. There is no excuse for not publishing the bylaws electronically. As to the financial statements and Form 990, members shouldn’t have to go to certain state Secretary of State websites (see North Carolina) or to websites like Guidestar.

Item Five

Judge Cohen had expressed a desire to open up the nominations for the Board and he does it with this item. First, he says that the Nominating Committee shall work to identify up to 20 candidates whose required qualifications meets the standards the NRA set forth in their filing and did not serve more than one term on the Board prior to 2022. The required qualifications include sufficient time to carry out the duties of Board service, a commitment to the fiduciary duties of good faith and care, will abide by the bylaws, is free from potential conflicts, and expresses “integrity, professionalism, and clear support” for the interests of the NRA. This last requirement acknowledges differences of opinion on how to best achieve the interests of the NRA.

The Personal Factsheet and Biographical Questionnaire must be amended to include questions on financial conflicts, a consent to abide by legal duties and Board policy, and a consent for a background check.

As noted earlier, Judge Cohen considered the existing paper petition nomination process to be “antiquated”. While not doing away with the hard copy paper petition, the NRA must provide an online alternative so that the whole petition process can be done electronically including the signatures.

Item Six

For the next three election cycles, the NRA shall publish on its website a statement from each candidate, written by each candidate, at the time of the mailing of the ballots to voting members. Currently, only a 150 word bio of each candidate is published in the Official Journal. This bio does not allow any “campaigning” verbiage.

Item Seven

The NRA’s bylaws must be amended to make the Audit Committee an “elected committee of the board”. This would make it consistent with the requirements of New York non-profit corporation law. Judge Cohen goes on to write that the amendment shall be structured such that the Audit Committee will not be a “committee of the Board” until such time as each of its members have been voted on by the Board. The NRA President will put forward his or her nominations for the Audit Committee and then the Board shall vote on each individual. If a candidate is rejected by the Board vote, then replacement nominations will be taken from the floor.

Item Eight

Judge Cohen does not mess around on this item. No person who served on the Audit Committee during the period between 2014 and 2022 shall be elected to the committee again. Thus, someone like current chair Curtis Jenkins would not be eligible to serve on the elected Audit Committee. I’m not sure of the status of existing members Ron Schmeits or Eb Wilkinson. However, current members Rocky Marshall and Charlie Beers would be eligible to serve on the reconstituted Audit Committee when it becomes a committee of the board.

Item Nine

Within the next 30 days, the NRA and the Chief Compliance Officer shall execute a severance agreement providing for two years salary if terminated without cause or resignation for “Good Reason”. The term of the contract is for three years. This item had already been agreed upon by both the NRA and the NYAG’s office as a workable alternative to provide protection to the CCO.

Item Ten

The NRA is required to update its Conflict of Interest and Related Party Transaction policy to make it consistent with the items in Exhibit 4. These include any exception to the policy must be approved in advance by the Audit Committee and such exception shall be in the best interest of the NRA, that the entire Board must then approve this exception by majority vote, and that no Related Party transaction shall be approved if it wasn’t properly disclosed and approved in advance. Judge Cohen will allow the NRA to set a de minimis threshold amount where full Board approval is not required. The NRA has 30 days to make this amendment and it must make it available electronically to all NRA employees and members of the Board.

Item Eleven

The NRA shall hire a consultant to work with the CCO and staff so as to advise the Board on implementing the directives from the court and to advise on best governance practices. This consultant must be court approved and cannot have appeared as a witness for the NRA in this case. The NRA will submit the name of the consultant to the court and to the NYAG. The NYAG has 14 days with which to comment and then the court will decide to approve the consultant or require the NRA to submit another name.

Item Twelve

The Committee on Organization is required to study the board composition, standardized protocols, and committee scope. In doing so, they must consider input from the members and the compliance office and consultant, look at best practices for non-profit organizations, examine current and future needs, and comply legal and regulatory requirements. Judge Cohen goes on to say that he wants any recommendations of this committee to reflect a diversity of ideas so as to “secure the freedom of association of all NRA members”. These recommendations must be ready to present to the Board at its April 2025 meeting. Note that the composition of the Board at this meeting will include everyone elected in the 2025 Board election.

Item Thirteen

The NRA shall retain its current independent auditor Aprio to conduct special procedures for at least the next three years. Aprio’s independent audit shall be published and made available to the NRA membership. If the NRA seeks to replace Aprio with another independent auditor, it must get court approval.

The Final Judgment concludes with a number of items relating to the amounts owed by Wayne LaPierre and Woody Phillips, the barring of LaPierre from any fiduciary position with the NRA for the next 10 years, and denying the AG’s requests for relief with regard to John Frazer. LaPierre is adjudged to owe the NRA $4,351,230.02 with 9% interest starting on February 23, 2024. No compromise or settlement on this amount will be effective unless approved by the court. LaPierre’s attorney had danced around this in the last hearing hinting that LaPierre might drag out the proceeding (and payment) unless a settlement of a lesser amount could be reached. Judge Cohen just nixed that.

As I stated at the beginning, both sides got some of what they wanted and neither side got everything they wanted. If the NRA appeals this Final Judgment, it would only be because the Special Litigation Committee is enthralled with the advice from Brewer, Attorneys and Counselors. After dissolution was taken off the table, everything in this Final Judgment realistically could have been negotiated many months ago with millions and millions of legal fees saved. That it wasn’t, well, you know my opinion on that.