resolutions

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January NRA Board Meeting: Resolutions And Bylaw Amendments

January 6, 2025 by 1 Comment

The NRA Board of Directors will hold their winter meeting on Saturday, January 12th, in Dallas, Texas. Thanks to a nameless director who actually believes in transparency I have a list of the resolutions and bylaw amendments that will be presented at the meeting. Some of these will be for discussion only and some will be for voting.

Resolutions

  • Special Litigation Committee Dissolution (Amanda Suffecool) – review of resolution presented in September
  • Special Litigation Committee Dissolution v. 1 (Amanda Suffecool & Rocky Marshall)
  • Special Litigation Committee Dissolution v. 2 (Buz Mills & Rocky Marshall)
  • Nomination of Charles Brown for Board of Directors ballot (Buz Mills & Rocky Marshall)
  • Nomination of Paul Babaz for Board of Directors ballot (Buz Mills & Rocky Marshall)
  • Creation of a Committee of Reorganization (Buz Mills & Rocky Marshall)
  • Relocation Committee Dissolution (Buz Mills & Rocky Marshall)
  • Executive VP Search Committee Dissolution (Buz Mills & Rocky Marshall)
  • Criminal Background Check of Directors and Officers (Charlie Beers)
  • Resolution regarding Reclamation of Expenses relating to NYAG v NRA (Dennis Fusaro, Jeff Knox, Phil Journey, & Rocky Marshall)

Bylaw Amendments – Q&A Only

  • Committee Assignment Procedures v. 1 (Al Hammond, Amanda Suffecool, & Rick Ector)
  • EVP Advise and Consent by BOD (John Sigler)
  • President BOD Limitations (Jay Printz, Kayne Robinson, David Keene, and Ronnie Barrett)
  • Conflict of Interest (Dennis Fusaro & Jeff Knox)
  • Article VII Dissolution (Buz Mills & Rocky Marshall)
  • Committee Assignment Procedures v. 2 (Al Hammond, Amanda Suffecool, & Rick Ector)

Other than the resolution regarding the reclamation of expenses relating to monies paid out on behalf of Wayne LaPierre, I have not seen nor have been provided with the text of any of the resolutions or bylaw amendments.

And speaking of transparency, I look at the small towns near me such as Waynesville and Fletcher. They have populations of 10,667 and 8,158 respectively. Despite their small size, their governing boards publish their meeting agendas and minutes online. The Town of Waynesville goes a step further and livestreams their Town Council meetings on YouTube. The town’s Board of Adjustment on which I served for 19 years even has their minutes going back to 2005 online.

If small towns – and larger cities – all around the United States can be this transparent and make their agenda and minutes so readily available, why cannot the NRA Board of Directors? I was disappointed that Judge Cohen in his Final Order did not address this. However, it should not take an order from a judge to make the necessary changes needed for transparency. It should be remembered that the Board of Directors serve and represent the members and not the other way around.

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2023 NRA Meeting Of Members – Resolutions 1 and 2

April 19, 2023 by 2 Comments

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.

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Meeting Of Members – Resolutions, Part III

June 6, 2022 by 1 Comment

The next two resolutions to be considered included one that I authored on the condition of the NRA Headquarters Building and another that called for email notification of members when a meeting was canceled.

I had conversations with numerous people who told me about the poor condition of the NRA Headquarters Building. Doug Wicklund, former senior curator of the NRA Firearms Museum, sent me the picture below.

Courtesy of Doug Wicklund

He noted that there were numerous patches for water damage in the driveway overhang as well as staining from rust on the window frames of the building. Another person who had been on the 6th Floor said there was lots of water damage from the leaking roof. In era in which real estate tax valuations rarely go down, Fairfax County lowered the tax valuation of the building by over $1 million from 2020 to 2021.

It is an embarrassment that the public face of the NRA is in such poor condition. After my resolution was introduced, I spoke in favor of it as did a gentleman from southwest Louisiana who said you don’t play around with leaking roofs. Speaking against my resolution was NRA Board Member Ron Schmeits of Raton, NM. He said the board was working on it, that there was no need to “waste money” on an independent inspection, and well, you know getting parts these days is hard. Frankly, I put in the part about an independent, third party inspection because I don’t trust the board to do more than pay lip service.

Of the few people remaining at the meeting, the majority agreed with Schmeits and voted it down.

I unfortunately do not have a copy of the next resolution nor the name of the person who introduced it. Basically, it noted that the last minute cancelation of the 2021 NRA Annual Meeting in Houston caused members to lose money on reservations and airfare. The resolution called a better notification of members when a meeting was going to be canceled. It asked that all members be notified by email in case of a cancelation and not just by a note on the webpage. After minimal discussion, it was voted down.

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Meeting Of Members – Resolutions, Part I

June 6, 2022 by 5 Comments

I already wrote about the “we love Wayne” resolution that was passed at the 2022 NRA Meeting of Members. That was the first resolution considered and was intended to run out the clock. As far as the powers that be are concerned, no discussion of matters concerning the NRA and its operations is good discussion.

By my count, there were a total of 12 resolutions. The first was the “we love Wayne” resolution, eight that were ruled out of order, two were allowed to come to a vote, and one that Jeff Knox withdrew.

Robert Rhyne and Mitchell Martin introduced seven resolutions. They were resolutions two through eight. Each and every one of their resolutions was ruled by Charles Cotton to be “out of order” and were not considered. Mr. Rhyne was kind enough to send me copies of his resolutions and I will post them.

Mr. Rhyne is from Arkansas and appeared to me to be the solid, salt of the earth type of NRA member who just got fed up with the “Beltway Bandits”.

The first resolution called for settlement of the lawsuit brought by NY Attorney General Letitia James. The second said that after settlement, the NRA should be reincorporated in Texas.