NRA Annual Meeting And Proper Notice (Update)

The NRA bylaws were updated last October 24th. One of the major updates that was slipped in was about the proper notice for the NRA Annual Meeting. It used to require that the notice of the meeting be placed in two consecutive issues of the Official Journal. The Official Journal would be the American Rifleman, American Hunter, Shooting Illustrated, and America’s 1st Freedom.

Article III, Section 8(a) of the Bylaws now reads, “Notice of the time and place of such meeting shall be given in such a manner as allowed by the corporate laws of the state under which the Association is incorporated.” In this case, it is the state of New York no matter how much the NRA would rather be incorporated in Texas or any other gun friendly state.

As Bitter noted in comments and the blog NRA In Danger made clear today, New York has some very specific requirements about meeting notice.

New York Not-for-profit Corporation Law, Sec. 605. Notice of Meeting of Members states, in part:

Whenever a corporation has more than five hundred members, the notice may be served by publication in a newspaper published in the county in the state in which the principal office of the corporation is located, once a week for three successive weeks next preceding the date of the meeting, provided that the corporation shall also prominently post notice of such meeting on the homepage of any website maintained by the corporation continuously from the date of publication through the date of the meeting. A corporation shall send notice of meetings by first class mail to any member who requests in writing that such notices be delivered by such method.

Normally, for a non-profit the size of the NRA that would suffice. However, they don’t meet the three week rule as it would have had to have been announced no later than September 11th and it was announced that the meeting would be in Charlotte on September 12th. Moreover, while they have announced it on the nraam.org website, I can find no notice in any of the newspapers serving Fairfax County, VA. I have checked the little local papers and the Washington Post.

Since they failed to meet the requirements for notice by an organization of 500 plus voting members, it should be assumed that they would then be required to meet the more stringent requirements of notice. That includes a notice no less than 10 days prior to the meeting by fax, by email, or by 1st Class mail to each and every voting member. I have received nothing by mail or by email.

The Complementary Spouse is an annual member. She does not have the five years of continuous membership required to be a voting member. However, she did get a notice of the meeting by email yesterday. Though, again, it is less than the required 10 days before the meeting that she received notice of it. I am sure I am on the “let’s keep the trouble-makers in the dark” list.

I have been told second-hand by a very trustworthy source that the powers that be have assured directors that the notice requirements for not-for-profit NY corporations do not apply to the NRA. That type of thinking that the rules don’t apply is what has gotten the NRA into the mess that it is in. I guess one should expect nothing less nowadays.

UPDATE: I did a totally unscientific poll of members of Friends of Save the Second on Facebook. So far I’ve gotten 35 responses and only one person might have gotten a invitation similar to that received by the Complementary Spouse. The overwhelming majority of the respondents are Life Members. Many were Endowment, Patron, or Benefactor members. The key is that everyone who responded was an eligible voter and they received no notice of the Charlotte meeting.

UPDATE II: I have well over 50 responses so far. With the exception of the one person I mentioned previously, not one Life or above member who responded got any notification by email about the Annual Meeting this coming Saturday in Charlotte. It is like they don’t want us to actually attend or something.

Marshall Moves To Intervene In NRA Dissolution

In September, NY Supreme Court Judge Joel Cohen ruled that Frank Tait and Mario Aguirre did not have standing to bring a Motion to Intervene in the New York Attorney General’s case asking for dissolution of the NRA. Among the things he mentioned at the time in ruling against them was the timeliness issue and that 5% of the members were not part of the Motion. At the time of the hearing, it was mentioned in court that a director of the NRA would be joining the Motion to Intervene but Judge Cohen said he could only rule on what was in front of him

Today, Rocky Marshall, a NRA Director, filed a Motion to Intervene in the case as a defendant, claimant, and counter claimant. New York Not-for-Profit Corporation Law § 720 b (1) gives a director the statutory right to seek relief against a defendant for neglect, mismanagement, or “other violation of his duties in the management and disposition of corporate assets committed to his charge.” A director can also seek relief against a defendant for the loss or waste of corporate assets due to the defendant’s negligence, failure to perform, or other violations of his duties. New York CPLR § 1012 states that Mr. Marshall has an absolute right to intervene based upon NPCL § 720 b (1)

Remember that not only is the NRA a defendant in this case but so are Wayne LaPierre, Woody Phillips, Josh Powell, and John Frazer.

One of the grounds for seeking the Motion to Intervene is:

The Proposed Intervenor seeks to assure that the NRA as an entity has independent, conflict-free counsel. The law firm presently representing the NRA is irreconcilably conflicted and the NRA is alleged by the Attorney General to be controlled by one or more of the individual defendants. Thus no present party or law firm can adequately protect the NRA’s rights as an entity separate from the individual defendants.

The Memorandum of Law that accompanies the Motion to Intervene is quite interesting. It starts out by saying that Letitia James is wrong when she asserts that the NRA cannot be rehabilitated and dissolution is the only answer. It continues to say that the NRA and its leadership are wrong when they say it is nothing more than a political attack and everything is fine. It goes on to say that James cannot prove that dissolution of the NRA would be “beneficial to the NRA’s members”. It continues:

On the other hand, to rule for the Defendants merely requires that the Court hold its nose and swallow their claims that the NRA Board has investigated the Attorney General’s allegations and found nothing wrong, disregarding abundant evidence of the Individual Defendants’ serious breaches of duty and conflicts of interest, some of which is already before the Court.

Mr. Marshall goes on to say that the Board has failed in its fiduciary duties to the NRA and to its members. Problems have been presented to the Board and they have ignored them while also taking no action against the named individuals (LaPierre, Powell, Phillips, and Frazer).

Thus, the Memorandum states the Board should be dissolved because they are not independent of LaPierre and that a receiver be appointed. Mr. Marshall suggests he would be willing to serve as a temporary receiver to get a proper accounting and to elect a new independent board.

As to the old Board and leadership, it must go:

As his proposed Answer says, Mr. Marshall recognizes and appreciates that without this action no meaningful change in the NRA’s governance will likely occur due to Defendant LaPierre’s total control of the executive leadership and his dominance of the Board. To the extent possible Mr. Marshall will work with the Attorney General to reform the NRA’s
leadership for the benefit of all rank-and-file NRA members. Mr. Marshall will pursue recovery of all NRA funds wrongfully paid to the third parties implicated but not sued by the AG, while vigorously opposing the AG’s dissolution claim.

Accompanying the Motion and the Memorandum are 12 exhibits which consist of a proposed answer, numerous emails, NRA Board minutes, Marshall’s bio and resume (which is very impressive), and a compilation of Form 990 data. Rather than go through each of these, I am just going to put the links to them below.

Proposed Answer

Liptak Email

North-Childress Letter

Brewer legal bills

NRA Board Minutes 1/7/2021

Email to Board, 3/15/2021

Email to Board, 3/17/2021

Compilation of Form 990 data

NRA Board Minutes, 3/28/2021

Email to Board re Brewer, 3/18/2021

Email to Board, 7/1/2021

Email to Board, 8/27/2021

Bio and Resume

I would be remiss to not mention that Attorney General Letitia James released a statement today on Mr. Marshall’s Motion to Intervene. The only really relevant part was this:“While we continue to review this motion, we are glad to hear that Mr. Marshall agrees that Wayne LaPierre and his top lieutenants must be removed from the NRA. Our fight for transparency and accountability from the NRA and its leadership will continue because no organization is above the law.”

The Wall Street Journal reports that Willes Lee issued the official response from the NRA.

“It is unfortunate that Mr. Marshall aligns himself with those who continually attempt to intervene in the handling of NRA’s matters by its elected leadership. The NRA is a well-managed, actively engaged membership organization. We will continue on our current course of action—in the interests of our five million members and their Second Amendment freedoms.”

Any one who has read my blog for the last couple of years knows my opinion of Willes Lee. My biggest regret is that I endorsed him for the Board not once but twice. I was taken in by him like so many others. That someone of his ilk is in a leadership position at the NRA says everything you need to know about why Mr. Marshall’s Motion to Intervene must be granted.

2021 Gun Rights Policy Conference

The 2021 Gun Rights Policy Conference starts tomorrow at 1pm Eastern. As like last year, it will be 100% virtual. It will be broadcast live on both Facebook and on YouTube. It will resume at 2pm on Sunday afternoon.

Registration is still open and can be found here.

Unlike in year’s past when I spoke about the use of new media to advance gun rights, this year I will have a presentation on the firearms of Sweden and Switzerland entitled “Armed Neutrality”.

Here is the list of the speakers for both days:

Saturday 10am Pacific/1pm Eastern Sunday  11am Pacific/2pm Eastern 
  
​Introduction Alan Gottlieb Law 
Invocation Kenn Blanchard Joel Ard  
​ Alan Beck  
History Josh Blackman 
Kevin Dixie Raymond DiGuiseppe 
David Hardy Matthew Goldstein 
Dave Kopel Don Kilmer 
George Mocsary George Lee 
John Richardson  John Ohlendorf 
Cheryl Todd Pete Patterson 
 Dan Schmutter 
BREAK David Sigale 
 David Thompson 
11:30AM Outreach 
Rick Ector  Policy
Derek LeBlanc  Mark Smith 
Tony Simon   
Robyn Sandoval Break 
Nikki Stallard 
 2:15PM State  Reports
Gun Culture Alex Kincaid  
Chris Cheng  Dave Kopp  
Charlie Cook Richard Nascak 
Andrew Gottlieb Richard Pearson 
 Dean Rieck 
BREAK Alexander Roubian 
 Bryan Strawser 
1:15 PMHolly Sullivan 
Public Safety Philip Van Cleave 
Mas Ayoob   
Patrick Collins Addressing National and International Regulations
Nikki Goeser  Diana Muller 
Jim Irvine  Rick Patterson 
John Lott   
Dan Wos  
  
Media  
Beth Alcazar   
Beth Baumann   
Cam Edwards   
Stephen Gutowski   
AWR Hawkins   
Don Irvine   
Mike Piwowarski   
Amanda Suffecool   
Mark Walters  
Lee Williams

If a more detailed agenda become available, I will post it.

Update On NRA Annual Meeting

The NRA has finally provided official notice today of the time and place for the Meeting of Members in Charlotte. It will be at the Sheraton-La Meridian Hotel Complex. Having stayed there for a business meeting myself, it is a nice location.

From the American Rifleman site:

The National Rifle Association of America announces that the 2021 Annual Members’ Meeting has been rescheduled. The meeting was originally to have been held Sept. 4 in conjunction with the 2021 NRA Annual Meetings & Exhibits, but was rescheduled due to the cancellation of the 2021 convention.

The meeting will now be held Saturday, Oct. 2, 2021, at 9:00 a.m. in Charlotte, North Carolina in the Symphony Ballroom at the Sheraton & Le Meridien Charlotte Hotel Complex located at 555 South McDowell Street. Please join us and participate in the business of your Association.

The Voter Verification room, where eligible members can pick up their voting credentials will be located in the Executive Boardroom and will open on Friday, October 1, 2021, at 9:00am. The results of the 2021 mail ballot election for the NRA Board of Directors will be announced at the Annual Meeting of Members. For additional information, please visit nraam.org.

This notice is also on the NRA’s Annual Meeting website. It is not on the American Hunter website, the NRA homepage, or the America’s 1st Freedom website.

As for me, I think I can do more for advancing gun rights by setting up the Grass Roots North Carolina booth at the Asheville Gun Show that morning than by going to Charlotte. I also won’t have to see the makeup artist leaving after prepping Wayne for the cameras like I did in Tucson. Ugh!

NRA Annual Meeting Moved To Charlotte

According to an email sent out to the NRA Board of Directors, the NRA Annual Meeting and fall board meeting will now be held on October 2nd in Charlotte, NC.

I don’t have any more details at this time but will post when I do.

I used to joke that Charlotte was full of charlatans. Actually, it is Charlotteans. But in this case, the joke becomes reality given Wayne, Brewer, and the majority of the board.

I don’t know why October 2nd was chosen or why Charlotte other than it is a hub for American Airlines. I do know that the USCCA Concealed Carry and Home Defense Expo is scheduled for that same weekend in Fort Worth, Texas.

While Charlotte is an easy drive for me, I’m just not sure it is worth it. I have a local gun show that weekend. I also have a dear friend and relative whom I haven’t seen since her husband’s funeral coming through town for dinner. Against this is the Annual Meeting where I will have the chance to beat my head agains the wall in a futile attempt to change the status quo. I think I just may have made my choice.

Schrödinger’s NRA

Normally I would call this post “Tweet of the Day”. However, I found the title in Rob Romano’s tweet too good not to use.

Rob is the creator of the invaluable Gun Case Tracker which follows virtually every 2A related case at the Federal and state level. He is also the Community Communications Director for the Firearms Policy Coalition.

For those of us in the gun rights community, the acronym NRA means the National Rifle Association. For anti-gun politicians and the media, it is shorthand for both the National Rifle Association and every other gun rights group. Given their top-down approach, it is hard for them to conceive that the largest organization doesn’t control everything. It is also hard for them to conceive that the grassroots can actually make their voice heard without a lot of prodding from the folks in Fairfax.

Here are the pair of great tweets from Rob:

Motion To Intervene Denied

As I said earlier today, there was the hearing on the Motion to Intervene this afternoon.

After hearing the arguments for and against, Judge Joel Cohen denied the Motion.

The basis for his decision as I can understand it is that having only two member representing the interests of the members was not enough. He kept referring to a 5% of the membership rule as the minimum needed to intervene. Even though the attorneys for the intervenors said they were representing a class of members, the judge disagreed. He kept coming back to the argument that if you let one group intervene then you have to let others intervene.

While it was assumed a sitting director would be joining the Motion to Intervene today, Judge Cohen said he could only rule on the motion in front of him. He did not rule out a revised Motion to Intervene with a sitting director as one of the intervenors.

It is a hell of thing when you have a group on one side that wants to do away with the NRA and a group on the other side that wants to keep looting it with no one allowed in the middle representing the millions of dues paying members.

Chipman Nomination Formally Withdrawn

While speculation earlier today was that the White House would announce the withdrawal of the nomination of David Chipman to be the director of BATFE next week, it came to an end much quicker. The White House formally withdrew the nomination this afternoon.

The formal announcement by the White House:

David Chipman spent 25 years in distinguished service to our country as an ATF agent. He’s a gun owner himself, and someone who has the backing of law enforcement groups. And, he’s spent most of last decade as a leading voice for commonsense gun violence prevention legislation that will save lives. He would have been an exemplary Director of the ATF and would have redoubled its efforts to crack down on illegal firearms traffickers and help keep our communities safe from gun violence.

Unfortunately, Republicans in Congress have made clear that they intend to use gun crime as a political talking point instead of taking serious steps to address it. That’s why they’ve moved in lockstep to block David Chipman’s confirmation, and it’s why they side with gun manufacturers over the overwhelming majority of the American people in opposing commonsense measures like universal background checks.

They even unanimously opposed the Rescue Plan, which has given cities and states $350 billion that they can use to put more cops on the beat so that they can really know the neighborhoods they patrol, and invest in proven community anti-violence programs – among other uses. While my administration has worked to strengthen law enforcement and crack down on gun crime, Republicans have opposed us at every turn.

We knew this wouldn’t be easy – there’s only been one Senate-confirmed ATF Director in the Bureau’s history – but I have spent my entire career working to combat the scourge of gun violence, and I remain deeply committed to that work. Since taking office, my Administration has taken numerous steps to combat gun violence, and we’ll continue to use every tool at our disposal to fight gun violence and keep Americans safe. I am grateful for Mr. Chipman’s service and for his work.  

I find it interesting that they are blaming firearms manufacturers and Republicans for the defeat. The reality is that David Chipman was a bad nominee, had plenty of baggage, and represented an extreme viewpoint. He was so extreme that you could not come up with enough Democrats to back his nomination.

On a snarky note, I think the person most upset by the failed nomination has to be Gabby Giffords. She thought she was finally going to be rid of Waco Dave and finds she is stuck with him.