State of New York v. NRA et all

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Missing From Both Final Judgment Proposals

October 9, 2024 by 2 Comments

Both the NRA and the New York Attorney General’s Office submitted their proposed terms for the final judgment in People of New York v. National Rifle Association of America et al on October 4th. Having read both proposals, neither propose reforms intended to keep the rank and file NRA member informed.

Item 9 in the NYAG’s proposed final judgment says the NRA will set up a secure online portal that will “enable digital dissemination of Board, committee, and corporate documents to Board members, and shall enable convenient encrypted communications with Board members.”

Likewise, the NRA’s proposal for a final judgment states, “The Secretary’s Office shall use best efforts to implement, by January 2025, a secure portal that will enable digital dissemination of Board, committee, and corporate documents to Board members, and shall enable convenient encrypted communication with Board members.”

Nowhere in either document is any mention of providing information on a timely basis to the members of the NRA. Whether this is an oversight or intentional, I don’t know.

At the very least, here is what I would propose and what should be included in the final judgment. If you have other items that you would suggest be publicly available, make note of it in the comments.

  • Current bylaws must be published on the NRA website and available to all members. Do you know hard it is to get an up-to-date copy of the bylaws otherwise?
  • A minimum 5 years worth of Form 990 and CHAR500 posted on the NRA’s public website. Many other non-profits make these available on their websites.
  • Board meeting agenda and minutes posted on the public website including for past meetings of the board. If small towns can do it, so can the NRA.

If those in charge are so worried about the gun prohibitionists or reporters from The Trace having access to this information, make it so it can be accessed only by NRA members. This is what they do with regard to candidate ratings by the NRA-PVF.

The time for keeping the membership in the dark is over. If the Board and the executives are serious about a NRA 2.0, this is one change they could easily make.

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That Horse Has Already Left The Barn

October 6, 2024 by 2 Comments

Both the NRA and the New York Attorney General’s Office have submitted their proposals for a final judgment in the New York case on Friday. They both make for interesting reading. I will deal with the substance of both in future posts. However, for now, there was something in the NRA’s memorandum for their Post-Trial Submission & Final Judgement Proposals and the accompanying exhibits that really caught my eye. It dealt with candidates for the Board of Directors and how they are selected.

From the memorandum signed by Sarah Rogers of Brewer, Attorneys and Counselors, on page 9 of the document:

Gathering input from Board members and stakeholders this summer, the NRA repeatedly
and consistently heard the following concerns:

  • The NRA must retain an “immune system” against hostile candidacies by
    adverse advocacy groups, who have boasted of attempts to infiltrate or
    hijack the NRA in the past    ;
  • There must be a mechanism to recruit and prioritize potential directors with
    desirable skills or backgrounds; and
  • There must be a way to limit the total number of candidates on the printed
    ballot, for logistical reasons.
    Rogers Aff. Ex. A at ¶ 9. Accordingly, the NRA cannot simply agree to nominate any five year life member who applies—a framework that could result in millions of candidacies.

And then in Exhibit A which is the Affidavit from NRA President Bob Barr in Item 9 on page 2 there is this:

  1. As it gathered input, the SLC repeatedly heard the following concerns regarding
    the director nomination process:
    ” That the NRA must retain an “immune system” against candidacies promoted by
    adverse advocacy groups, who have boasted of attempts to infiltrate or hijack the
    NRA in the past;
    ” That there must be a mechanism to recruit and prioritize potential directors with
    desirable skills or backgrounds; and
    ” That there must be a way to limit the total number of candidates on the printed
    ballot, for logistical reasons.

Talk about not seeing the forest for the trees!

Barr, the Special Litigation Committee, and the cabal are worried that some anti-gun billionaire like a Bloomberg or a Soros is going to come in, buy a boatload of life memberships for their supporters, and then recruit anti-gun candidates who are 5-year life members to do their dirty work. Instead of being paranoid about some hypothetical infiltration by gun prohibitionists, why not recognize the real source of the damage being done even now to the NRA?

It is Bill Brewer and his cohorts who have sucked the liquidity out of the NRA’s finances with their overpriced (and ineffective) legal “advice”. The same Bill Brewer who has donated to Kamala Harris in January and has donated to Hillary Clinton, Beto O’Rourke, and tons of other anti-gun Democrats. The same Bill Brewer who convinced the Special Litigation Committee that it would be “brilliant” for the NRA to file for bankruptcy so it could avoid the New York courts.

The damage done to the NRA by Brewer is incalculable yet the cabal in their paranoia is more worried about some hypothetical infiltration of the NRA by “adverse interest groups.” If you ever wondered why the NRA has lost almost two million members, you are seeing the reason why. The inmates were running the asylum so to speak and that needs to change.

The only immunity that the cabal really seeks is to avoid being tossed from office. Their actions have guaranteed that they will be tossed on to the ash heap of history and remembered solely for their role in helping to run the NRA into the ground.

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The Special Litigation Committee’s Two-Cents

August 20, 2024 by 3 Comments

Before dawn this morning an email went out to the NRA Board of Directors from NRA President Bob Barr on behalf of the Special Litigation Committee. It dealt with the six areas that Judge Cohen delineated in his interim decision.

Before getting into what was sent out, two realities need to be mentioned. First, the only reason this was sent out to the Board is because Buz Mills and Rocky Marshall submitted a letter to Judge Cohen on Friday, August 15th, that noted the leaders of the NRA who have “not accepted responsibility” for the problems, i.e., Bob Barr, Charles Cotton, and David Coy, do not speak for the rest of the NRA and especially the remaining elected leadership. Second, these three comprise the bulk of the Special Litigation Committee. The SLC has outlived its purpose as the conflict of interest has been resolved. That is Wayne has resigned and John Frazer is no longer the General Counsel. As such, the SLC needs to be dissolved and that was actually called for by Buz and Rocky.

The email from the Special Litigation Committee is below. Beyond the fact that these guys cannot count, I would wager house money that the bulk of the document was written by someone with Brewer, Attorneys and Counselors, and not Messrs Barr, Cotton, and Coy.

—– Forwarded Message —–

From: Daniels, Stephanie <sdaniels@nrahq.org>

To: Daniels, Stephanie <sdaniels@nrahq.org>

Sent: Monday, August 19, 2024 at 04:53:05 AM EDT

Subject: Special Litigation Committee Update on NYAG Consent-Judgment Negotiations

TO:        NRA Board of Directors and Executive Council

Please see the following message from NRA President Bob Barr.

Stephanie

Stephanie Daniels

Assistant NRA Secretary

Office of the Secretary

National Rifle Association of America

Phone: 703-267-1052

Fax: 703-267-3909

E-mail: sdaniels@nrahq.org

____________________________________________________________________________________________________________________________________- 

Fellow Board and Executive Council Members:

As you know, when New York Judge Cohen denied the NYAG’s request for a compliance monitor on July 29th, he directed the parties to confer on a consent judgment (a settlement to which the parties have reached agreement and is then adopted and ordered by the court). In his oral ruling from the bench on July 29th,  Judge Cohen requested that the parties address six areas of concern.  This has been the task on which the Special Litigation Committee (SLC) has been fully and constantly engaged, in conjunction with our outside counsel and with input from numerous NRA stakeholders, including other officers.

The SLC considers it is in the NRA’s best interest to act quickly on Judge Cohen’s recommendations, but not without essential and timely input from key NRA stakeholders regarding reforms the NRA should consider and ultimately adopt.  As noted in my most recent update last Friday, our Legal Affairs Committee convened at NRA headquarters on August 10th in a meeting open to all Board members and that included a lengthy discussion of settlement options. Our outside counsel met with the NYAG’s lawyers on August 12, 2024, to get their feedback.

These settlement discussions, and the options included therein are extremely important, and all Board members should have opportunity to provide input. Changes to the governance of the Association should be “owned ” by the entire Board. 

The SLC will submit proposed settlement documents to the NYAG this week that reflect input from the Officers, various stakeholders, and the NYAG.   However, in accord with the importance of having full NRA Board input, we will make clear to attorneys for the Attorney General that our proposals are provisional, and that each item is conditioned on sign-off from a majority of the Board. 

It therefore is our intention that at our September meeting, the Board will vote for each item in the settlement package.  In the meantime, every reform the SLC proposes (with input as noted above) will be one we believe to be (i) in line with specific guidance from the Court, and (ii) in the best interests of the NRA.

Here is a summary of what we plan to propose (in line with the court’s expressed interests) :

  1. Implement the Compliance Commitments.  Most of these measures can be ordered by the Court.  One of the Compliance Commitments, which would make the Audit Committee an elected “committee of the Board” under N-PCL 712 and 712-a, has generated controversy and will benefit from robust discussion at the Board meeting next month.  The NYAG takes the position that the Audit Committee and other key committees must be “committees of the Board.”
  1. Expand the Board Candidacy Path.  The Court suggested that the NRA “expand, for at least three years, the path to candidacy for board elections; specifically, limiting the hegemony of the Nominating Committee for enough board cycles to cover all 76 members . . .  one option would be to mandate that, for the next three elections, at least, any proposed candidate who meets certain minimum qualifications would be on the ballot, full stop, without no need to rally for hundreds or thousands of signatures.” 

Because the NRA cannot alter the petition-signature requirements without revising bold, italicized, member-adopted Bylaw provisions, the SLC will propose to the NYAG that the Nominating Committee adopt a Director Nomination Policy, resembling those in use by major public companies, that sets forth transparent, merit-based qualifications for recruiting directors (emphasis mine).  The policy will also place an emphasis on finding “new” directors, possessing baseline objective qualifications, who did not serve on the Board between 2014-2022.   The Nominating Committee will aim to place as many new, qualified directors on the ballot each year as the available ballot slots feasibly allow.

3.    Compliance Consultant.  The Court suggests “Retaining a compliance consultant for three years to work with the NRA’s in-house Compliance Officer and staff to make recommendations to the board. The consultant would be advisory only and would provide an independent perspective to the board for implementing the Court’s directives as well as best practices.” 

The SLC will propose hiring a consultant on  a reasonable, fixed retainer to serve in an advisory role as the Court suggests.

4.    Altering Committee Leadership.  The Court suggested “changing the Audit so that it would not include people . . . at the very least not as chair or co-chair, that served on the committee during the violations found in this action,” adding that “similar decisions could be made with respect to other key committees, as well.”

President Barr is scheduled to meet Monday with the Vice Presidents to confer further on committee composition.

5.    Security for Chief Compliance Officer.  The Court suggested “creating more protections for the Compliance Officer position,” noting that “one option would be to provide that the position be for a term of three years.”

Because a three-year term for the CCO would require amending our Bylaws, and because we believe a severance agreement better protects and advances the needs of the NRA, the SLC will propose a market-standard executive severance agreement to protect Chief Compliance Officer Bob Mensinger.  The NYAG has indicated agreement with this approach.

6.    Member Referendum on Reorganizing Board.  The Court suggested “a bylaw referendum for members to consider at the next annual meeting on whether to reduce the size of the board or reorganize it to create a smaller, more focused group to oversee the key operations and finances of the organization,” noting that certain other nonprofits “have a very large advisory section and then a much smaller, tighter group that focuses on the core operational and financial aspects of the company.”

In the course of eliciting feedback for settlement discussions, the SLC heard many different ideas in this vein – a Board of Ambassadors, a Select Committee on Operations Oversight, and a smaller empowered Executive Committee.  Rather than rush into a wholesale change in the size and composition of our Board, we intend to propose that NRA members be polled on a menu of options, including those that would reduce the Board of Directors and create a non-voting Board of Advisors.

At the September Board meeting, the entire Board can vote on the  proposals made by the SLC.

It is time for our Association to heal and put the hostilities launched by and surrounding the New York litigation behind us.  That means settling with the enemy outside our gates, and coming together within. 

Thank you all for your continued service and support.

NRA-SLC

Bob Barr, President and Committee Chair

Charles Cotton, Past President and Committee Member

David Coy, Committee Member

The first item deals with the Audit Committee. What needs to be explained is the difference between a “committee of the board” and a “committee of the corporation”. A committee of the board as defined by Section 712(a) of New York Not-for-Profit Law says it “shall have the power of the board” and can bind the board by its decisions with some exceptions. The other limitation upon such a committee is its charter which in this case needs to be carefully drafted. By contrast, a committee of the corporation or standing committee as defined by Section 712(e) of New York Not-for-Profit Law does not allow it to bind the Board by its decisions. In other words, they may make a recommendation to the Board and it is up to the Board to act on it.

A current example of a committee of the board is the Executive Committee. Interestingly, the law notes that members of such a committee must be “made by at least three-quarters of the directors present at the time of the vote” provided there is a quorum. I do wonder if every member of the Executive Committee received a 75% affirmative vote at the May Board meeting.

The other “number one” or the actual second item deals with the dicta from Judge Cohen regarding the path for candidacy to the Board. He wants it relaxed for at least the next three years and had suggested candidacy should be open to anyone who met the minimum qualifications for election to the Board. The SLC is balking at this proposal and blaming the bylaws as not allowing something like this. Frankly, I think this is a specious argument as I do believe Judge Cohen has the power to force the issue. Moreover, I think a strong argument can be made that the Cabal uses the bylaws when it is to their advantage and ignores them otherwise.

The suggestion from the SLC is that the Nominating Committee adopt a policy that provides for specifying a transparent, merit-based qualifications for recruiting directors. How any such qualifications are specified is the critical issue. I am reminded of what Todd Vandermyde told me once when he was negotiating with the anti-gun Democrats in Illinois. They could write the law any which way they desired but so long as he could write the definitions he would win every time. It is the same thing here. The Cabal could draft so-called merit-based qualifications that would serve to eliminate candidates they find would challenge their status quo. If I may be blunt, I don’t trust them. Yes, as I am running for the Board, I do have a vested interest, but it is open to abuse.

The third item is not a problem and it appears the committee will go along with the judge on this.

The fourth item deals with the composition of not only the Audit Committee but other important committees of the Board. Judge Cohen was specific about the Audit Committee but went on to indicate those Board members on other important committees who allowed the problems to flourish ought to be removed from them. Obviously, this means Charles Cotton, David Coy, and others including Barr. I would hope that Bill Bachenberg and Mark Vaughn are able to make Barr see the light. If they can’t, then Judge Cohen’s hand will be forced.

If the NYAG is agreeable to a strong severance agreement in place of a three-year term for the Chief Compliance Officer, then that would be workable.

Finally, on item six, I can agree with a poll of the NRA members. However, in my opinion, an “empowered Executive Committee” as the new Board of Directors should be a non-starter. The current composition of this committee is loaded with the Old Guard, the Cabal, those who are most at fault. I have long held that a reduced Board of Directors with a Board of Advisors similar to what exists at most universities is the way to go.

I look at the last paragraph of the email and just shake my head. Of course it is time to heal the wounds to the organization caused in large part by grifting executives allowed to get away with it by directors who looked the other way and ignored their fiduciary duties. Referring to the NYAG’s Office as the “enemy outside our gates” is really trite. They seemed to be the only ones actually fighting for the rank and file membership of the NRA by forcing its cleanup. Moreover, to say the Board needs to be “coming together within” ignores the fact that it would have happened if Mr. Barr had not essentially spit on the reformers by appointing all the old Cabal members to the leadership and majority membership on the major committees. He needs to look in the mirror and look at his own culpability for divisiveness between those who want needed reform and those who are resisting reform like the segregationists of the 1950s and 60s.

If what I said above is harsh, it needed to be said. If it torpedoes any chance for the Nominating Committee to put me on the ballot, so be it. I’m running for the Board by petition regardless.

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Interesting Snippet Regarding The NRA Trial

August 20, 2024 by

I spent the past weekend at the Gun Owners of America GOALS conference held in Knoxville, Tennessee. It was like the Gun Rights Policy Conference met a smaller NRA Annual Meeting with a little bit of the SHOT Show thrown in for spice. I will have more on it in a separate post.

I met a lot of people in Knoxville including a reporter who had covered parts of the jury portion of the New York trial of the NRA. As we all know when the complaint was filed in August 2020, New York Attorney General Tish James asked the court to dissolve the NRA for its transgressions against New York’s Non-Profit Corporation Law.

However, Judge Cohen found that dissolution was not warranted in his decision of March 2, 2022. He said, in essence, the transgressions of the NRA’s leaders were not those of its members and that the Attorney General had failed to separate the two. In his order he noted, “dissolving the NRA could impinge, at least indirectly, on the free speech and assembly rights of its millions of members.” He did, of course, let most of the remaining complaint to proceed to conclusion.

This reporter told me that it was his impression that the attorneys in the New York Charities Bureau running the actual prosecution – not Tish James – actually seemed relieved that dissolution was taken off the table. Without the specter of a “corporate death penalty” hanging over the heads of both parties, the NYAG’s attorneys could now get down to the business of proving their case to the jury that the NRA had failed to adequately administer charitable assets, had allowed retaliation against whistleblowers, had submitted false filings, and had permitted related party transactions. Obviously, they did a fairly good job of it.

This goes to show that the whims of politicians can clash with the interests of government professionals trying to do their job to the best of their ability. While many will claim the trial was political – and parts of it including the demand for dissolution certainly were – the remainder of the trial dealt with the more mundane task of proving an abuse of fiduciary duties and grifting by certain executives.

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NY Court Update And Some Suggestions

August 16, 2024 by 2 Comments

NRA In Danger reported yesterday evening that the meeting in the NYAG’s office between the attorneys for both parties would be continued. They will meet again on Monday, August 19th, to hammer out the consent decree. The goal is to present it to Judge Cohen by August 27th. If neither party can agree, they will each present their versions.

Much more interesting in the report was a joint letter that Buz Mills and Rocky Marshall sent to Judge Cohen. The letter states that the leaders of the NRA who have not accepted responsibility “misuse and malfeasance of NRA members’ donations” (Barr, Cotton, etc) do not speak on behalf of the NRA, the majority of its directors, nor its members. They go on to state that elected leaders such as Doug Hamlin, Bill Bachenberg, and Mark Vaughn are being kept out of the negotiations with the NYAG’s office. Finally, Buz and Rocky present what they feel should be in the final decree that would meet with the judge’s six dicta.

It is beyond obvious that the time for a Special Litigation Committee is over. Wayne is gone and John Frazer is no longer the General Counsel. Thus, the rationale for it being established is over. One thing being requested in the letter is that Judge Cohen order it dissolved. That said, this should have come from the Board the moment John Frazer was no longer the General Counsel.

A friend suggested to me yesterday that Doug Hamlin should fire Bill Brewer and his firm immediately. He went further to suggest that Hamlin order Sonya Rowling not to cut or sign any checks payable to Brewer or his law firm. If the Executive Committee were to suspend Hamlin as a result, he thought Andrew Arulanandam would serve as interim EVP. I pointed out that the position of Executive Direct of General Operations is vacant and the bylaws do not provide an immediate replacement for the EVP. Things could get interesting.

Giving it some serious thought, I would go further than my friend. If, as has been suggested by the letter from Buz and Rocky, that duly elected officers of the NRA had been kept out of the negotiations and thus unable to perform their fiduciary duties, then it is time for hardball. By hardball, I mean that they should file bar complaints with the New York State Bar against Bill Brewer, Sarah Rogers, Svetlana Eisenberg, and Noah Peters. Preventing officers and directors of a non-profit corporation from doing their legally required fiduciary duties under NY law is a serious offense. It certainly should be grounds for a bar complaint. I should note that a similar complaint currently exists with the Virginia State Bar against John Frazer from his actions while General Counsel.

I would not be surprised if Judge Cohen demands some answers sooner than later.

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Phase 1 Trial Transcript

August 14, 2024 by

The Phase 1 (jury) trail transcript from the New York Attorney General’s lawsuit against the NRA and the individual defendants is now available.

You can find all 4932 pages here.

Additionally, there is an errata or correction sheet of 28 pages that can be found here. Despite these 28 pages of corrections, the transcript is not 100% error free.

For example, on page 104 at lines 12-14, Sarah Rodgers of Brewer, Attorneys and Counselors, appears to be referring to Sonya Rowling who was a mid-level accountant with the NRA before being elevated to CFO. However, the transcript calls her “Sandra Froman”. Ms. Froman, of course, is a past NRA President, an attorney, and a current member of the Board of Directors.

If that is the only error found and not corrected, I’d be surprised. I feel for the court reporter dealing with all sorts of accents trying to accurately convey word for word what was said.

As to the transcript itself, I’m sure that is plenty of good stuff in there that was never reported in the media.

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Going Deeper Into Judge Cohen’s Interim Decision, Part 2

August 11, 2024 by 1 Comment

As I noted in Part 1, Judge Cohen specified six items of relief in his interim decision. Part 1 cover items one through three and this post will cover the final three. When the trial ended and this decision was rendered, the two items out of the six that got the majority of the attention were numbers four and six.

Jumping right in, item four took direct aim at the NRA’s Audit Committee. Judge Cohen said,

Changing the Audit Committee so that it would not include people, at least not – at the very least not – as chair or co-chair, that served on the committee during the violations found in this action. Despite the changes in some members, there is an argument that there needs to be a sharp break with the past – sharper break with the past – than is reflected in the most recent committee appointments. Similar decisions could be made with respect to other committees, as well.

I believe Judge Cohen took note of NRA President Bob Barr’s assignments to the Audit, Finance, Ethics, Legal Affairs, and Bylaws & Resolutions Committee released on July 10th. He, like many of us, was none too happy to see so many of the Cabal in leadership positions. Chief among those was former NRA President Charles Cotton who was appointed chair of Audit and Ethics, vice chair of Bylaws & Resolutions, and a member of the rest. He had specifically called out Cotton along with Barr for their spin on the jury’s verdict calling it “simply false”.

Barr did take note of Judge Cohen’s “concerns” and replaced Cotton as chair of the Audit Committee with Curtis Jenkins. This was on August 1st. From what I understand, Jenkins and Barr go way back together in Georgia politics. Notice that there is no mention of Cotton being removed entirely from the Audit Committee.

Note that item four did not restrict itself to only the Audit Committee. While that was the only specifically mentioned, Judge Cohen said similar decisions could relate to other committees. David Coy who headed the Finance Committee during the period of the violations is still the chair of that committee. During the jury trial, Assistant Attorney General Monica Connell mentioned 14 board members who had been strong backers of Wayne LaPierre. Thanks to Defense Exhibit 4-2-001, we have those names. Of those 14 board members, eight are on these important committees. Of the remaining six, three have joined with the reformers, two are no longer on the board, and only Tom King was not named to one of these important committees. To think that Judge Cohen is ignorant of that would be wishful thinking by Bob Barr and the rest of the Cabal. I would not be surprised if the final decision is even stronger with regard to those who let the corruption and grifting to flourish under their noses.

Moving on, item five deals with the term of office of the Chief Compliance Officer. Currently, it is a 1-year term just like the EVP, Secretary, and CFO. Judge Cohen suggest that the term of office be extended to a 3-year term at least initially. I think he is rightly concerned that a board controlled by the Cabal could decide to replace the Chief Compliance Officer if he or she didn’t go along with their whims. Judge Cohen would like to make it so that the CCO could only be replaced during that period by the entire board for “good cause”. Some examples of what constitutes good cause would be fraud, theft, drug or chronic alcohol abuse, sexual harassment, or a felony conviction. I believe a bylaw change would be required to put this into effect.

The sixth and final item is a suggestion that there be a bylaw referendum to reduce the size of the board or “to reorganize it to create a smaller, more focused group to oversee the key operations and finances of the organization.” He goes on to suggest what I have been in favor of for a long time. That is, something akin to what many colleges or universities have with a board of trustees and a board of visitors. The trustees or directors deal with the core financial and managerial aspects of the organization while the board of visitors or advisors concentrate on things like fund-raising, building support for the organization, and advisory functions. He goes on to say that a board the size of the NRA’s is just “not a manageable to make decisions on micro issues and, also, to provide close oversight.” He is correct on that and it one of the major reasons Wayne and his fellow grifters got away with it for so long. There is one thing that should not happen when it comes to the reduction in size of the board. That is just to make the existing Executive Committee the new, reduced in size, Board of Directors.

Judge Cohen concludes that these are the types of remedies that he has considered. However, since so much of the bench trial was focused on a special monitor, he wants the parties to discuss it, negotiate, and perhaps to come up with additional remedies beyond those he has suggested for his consent order. He says that ultimately it will be his decision but he would like more precise guidance on what he has suggested.

Attorneys for the Attorney General’s Office and the NRA will meet tomorrow for a face-to-face meeting to hammer out an agreement based upon the judge’s six items as well as any additional items that might be proposed by each side. If they can’t hammer out an agreement on the six items, then they will each work on separate proposals which they will present to Judge Cohen for his consideration. Given the reasonableness of Judge Cohen’s six items especially for the NRA, I would hope that they can come up with a joint agreement tomorrow so that this case can come to a conclusion. The sticking points might be the opening up the 2025-2027 board elections, who else is to be removed from a committee, and the mechanics of reducing the size of the board.

I will be looking out for any news released after that meeting and will report on it when I get reliable information.

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Going Deeper Into Judge Cohen’s Interim Decision, Part 1

August 11, 2024 by 2 Comments

Judge Joel Cohen issued an interim decision on July 29th in the New York trial of the NRA. Beyond deciding that a special monitor was not warranted, he specified six items of relief that he was considering. He ordered both parties, the NY Attorney General’s Office and the NRA, to do a post-trial briefing and negotiation on the six items. This post will examine items one through three while a second post will look at the remaining three items.

The first item was that some or all of the “NRA Compliance Commitment to Members” be incorporated into a court order. Included in that document were a number of items that would be reported to members on an annual basis. These included, in part, a compliance officer and internal audit annual report on travel and entertainment expenses, contracts, related party transactions, and business ethics. In addition, a report from the independent auditor would be published annually, the IRS Form 990 would be signed by both the CEO and CFO, a bylaw change making the Audit Committee elected by the whole board, adoption of a policy forbidding related party transactions unless approved by the whole board, and mandatory disclosures by any candidate for the Board of Directors. There would also be a secure online portal for board and committee members to access documents prior to meeting. This was over a concern about “leaks”.

Most of these are good ideas and were developed by the entire Audit Committee. I do have misgivings about a policy to “stop leaks” as it seems counter-intuitive to their professed concern about being open with members. I will also say that as a candidate for the board myself I have not yet been asked to consent to a background check or any of the other items. This may be because it will only apply to those actually individuals whose names will appear on the ballot.

Judge Cohen’s second item goes directly to the election of members of the Board of Directors. He wants to make it easier for people to run for the Board for at least the next three years. He took note indirectly of the election of the Four for Reform as well as the Nominating Committee’s continual re-nomination of sitting directors every three years. He found the past work of the Nominating Committee “led to significant and unhealthy entrenchment of both management and the board” which made it very hard for new members to have any impact. As such, he is strongly suggesting that for the next three years that anyone who meets the minimal qualifications for election to the board be allowed to run if they so desire. The current minimal qualifications are that candidates have been a life member for at least five years. He goes on to add that there would be no need to go through the petition process.

The nominating process has already started. The time period for submission of names to the Nominating Committee has closed and documentation from candidates needed to be received by the Office of the Secretary by August 8th. The committee will meet on August 24th to review the potential nominees and make their decision. Petition candidates have until October 8th to have their petition signature sheets returned to the Office of the Secretary. Judge Cohen’s final order on this item could toss all of this. The replacement would be a long ballot consisting of those whose names have been submitted along with anyone else who wanted to run. We shall see.

Item number three on the list is a requirement that the NRA retain an independent compliance consultant of their choice for at least a three year period. This person would work with the Chief Compliance Officer “and staff to make recommendations to the board.” More importantly from the NRA’s perspective, this person would not be reporting to either the Court or the NYAG. The goal of this consultant would be to provide an independent perspective to the board and to help them implement best practices to carry out Judge Cohen’s final directives.

This item makes perfect sense to me. My primary hope is that the selection of this compliance consultant be made by Doug Hamlin without the interference of Bill Brewer or any of the Cabal. As the Chief Compliance Officer cannot be replaced by the EVP and Robert Mensinger was pushed to the NRA by Bill Brewer, any compliance consultant must be truly independent and without taint. Mr. Mensinger may be worth every bit of his $400,000 salary and be cleaner than the driven snow. However, I have a hard time trusting anything or anyone connected to Bill Brewer or Brewer, Attorneys and Counselors. The damage that Brewer has done to the NRA, financial and otherwise, is incalculable. Even Mike Bloomberg and his billions could not have done as much damage.

Part 2 will now look at the final three items in Judge Cohen’s interim decision.

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Holy Crap!

July 31, 2024 by 4 Comments

The transcript from Monday’s hearing in the New York trial of the NRA has been posted online thanks to the Firearms Coalition. It contains a lot more detail than what has been reported in the media or in tweets online. NRA In Danger took notice of this and goes into some detail about the ruling. They also pointed out that their blog was mentioned in the questioning of John Frazer.

I started reading the transcript at that point. Frazer was being questioned by Stephen Thompson of the Attorney General’s Office. Then I saw this at p. 2210:

Q Would you agree with me that there was public reporting or public commenting on your removal as general counsel on May 21st?
A Yes, apparently. I haven’t seen this post before.
Q And then are you familiar with the blog “Only Guns and Money”?
A I am.
Q And do you know if “Only Guns and Money” reported on your removal as general counsel?
A I recall that they did, yes.
MR. THOMPSON: Can we bring up, Jesse, PX-8047.
Q I’ll represent to you, Mr. Frazer, that this is an article from only “No Lawyers Only Guns and Money” that was posted on May 21st, 2024. And do you know whether or not this article — Or have you seen this article before, Mr. Frazer?
A I have.
Q And do you know if this article reported on your removal as general counsel?
A It did.

Thompson then moved to introduce the report from my blog as well as that from NRA In Danger into evidence. Frazer’s attorney William Fleming objected and Judge Cohen sustained the objection concluding it was “hearsay”.

Holy crap! I’m shocked and amazed that my reporting on NRA affairs actually was discussed in the trial. I have been told that my blog was being read by some within the NRA and even perhaps was being noticed by the Attorney General’s Office.

That being said, I’ve always seen my blog as being a modest effort that allows me to engage in what David Codrea calls “citizen journalism.” I do it for enjoyment and, to be honest, sometimes a sense of obligation to bring out things that need it. The blog probably also serves as a safety valve allowing me to vent and not drive the Complementary Spouse totally nuts with my ranting and raving. I just don’t consider myself a big deal so when I see something I wrote being brought up in court like this I am blown away.

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Really? A Democracy? Tell Me Another One

July 30, 2024 by 6 Comments

Stephen Gutowski’s The Reload has an excellent summation of the conclusion of the NRA’s trial in New York. It includes Judge Cohen’s ruling, some of the history of the case, the reaction to the ruling by the various parties, and a bit on the closing arguments.

What caught my eye was attorney Sarah Rogers’ closing arguments on behalf of the NRA. After accusing the New York Attorney General’s Office of interfering with NRA operations, she went on to say this.

“The NRA is a democracy,” she said in her closing. “Like American democracy, it sometimes errs. It contains imperfections, factions, century-old habits, and traditions. The NRA has done more- for its members, mission, stakeholders, its governance, its controls, its future – than any lawyer could cover in an hour. It can do more, and it will, on its own.

My first response to this nonsensical statement that the NRA is a democracy.

My second response is that Ms. Rogers ought to know better the difference between a democracy and an oligarchy. She does after all have a degree in International Relations from Dartmouth College according to her firm biography. Her first introductory course in IR or PoliSci would have covered it.

I can’t speak for how the NRA was governed in its distant past but it has always been an oligarchy since I’ve been a member. Power in the NRA has never rested with the members but rather with a small group of influential insiders. I and others would not write about the Old Guard or the Cabal if this was not the case.

It was moreover this same insulated group that ignored the problems that led to the lawsuit against the NRA in the first place. If they had called Wayne to task early on, if they had done their fiduciary duties with diligence, and if they hadn’t ignored the grifting, self-dealing, and other corruption, Tish James would have had no grounds to sue the NRA. So while Barr, Cotton, Coy, Brewer, and the rest of the Cabal would like to blame the downturn in both revenues and membership on the NY Attorney General, the reality is that they themselves are to blame and most of us know it.