Charles Cotton

Uncategorized

The Frenkel Report

December 2, 2022 by 4 Comments

From what I can gather, the Frenkel Report was a confidential document prepared by an outside attorney for the NRA in approximately 2003. The attorney’s name was Jacob Frenkel. His specialty is conducting internal investigations and providing white collar criminal defense. The report in question concerned expenditures by Wayne LaPierre for travel as well as multi-million dollar payments to favored vendors. This report was provided to the Audit Committee and then laid dormant until recently.

The blog NRA In Danger has done great work in bringing out the testimony and legal wrangling over disclosure of this report. The NRA wants the document kept sealed contending that it is covered by attorney-client privilege while the New York AG’s office and the Special Master disagree.

Judge Joel Cohen agrees with the Special Master and the NYAG regarding the sealing of the document.

From NRA In Danger:

The ruling was that the NRA attorneys screwed up and waived the argument by not raising it earlier. “The NRA’s piecemeal approach to raising objections to producing this document is inefficient. and inappropriate. All objections to production should have been raised and litigated in connection with the prior motion. Those that were not argued are waived. The fact that the NRA purported to reserve the right to assert additional objections at a later date does not make it so.”

The court adds that the objection would have lost anyway. Attorney-client privilege is lost if the client shares the document with non-attorneys, and NRA shared it with its accountants. “In any event, even if the privilege objection is considered timely, it is unavailing. The Report was, by design, shared with a third party, namely PricewaterhouseCoopers. Any privilege that otherwise might have attached to this document was waived.”

Again, Brewer, Attorneys and Counselors, have lost in court and the NRA has racked up even more legal bills.

More on the Frenkel Report can be found here and here. As NRA In Danger notes, whatever is in that 19 year report must be “really hot”. If I had to speculate and this is all it is, the report must be enough to at least bring criminal charges against Wayne along with potential liability to both the current President and 2nd VP of the NRA who have served on the Audit Committee.

Uncategorized

Meeting of Members – Resolutions, Part IV

June 6, 2022 by

The final two resolutions were submitted by Jeff Knox.

The first of these resolutions was ruled out of order by Charles Cotton. He said after consultation with the parliamentarian that under Robert’s Rules of Order you could not have a resolution condemning someone after another resolution praising him had been adopted. Whether this is true or not, I don’t know since I’m not an expert of Robert’s Rules of Order. Even if I was, I’m sure Cotton would have found a way not to consider the resolution.

Jeff’s resolution is as follows:

Knox-Resolution1Wayne

After this motion was quashed, Jeff rose and requested that his next resolution be withdrawn. Cotton seemed to be a bit confused by that but it was done.

Then Jeff made a motion to adjourn because spending any more time of this travesty would have been wasted time.

The whole meeting was orchestrated from beginning to end. The only purpose seemed to check off a box, confirm that Wayne is the NRA, that the members really don’t count for squat, and quash any dissent. Board members are told to speak against resolution that challenges the status quo and for a resolution like the “we love Wayne” one. One board member confirmed to me that he slipped out early just to avoid being asked (or told) to do that.

Uncategorized

I Think I’ll Pass On This Suggestion

May 31, 2022 by 3 Comments

Facebook will often make suggestions on people to “friend”. It may be that you and that person share a number of mutual friends, have common interests, or the like. While responding to a new friend request this weekend, I got this suggestion yesterday.

I am going to have to pass on that one.

The list of reasons why I’d never friend him could go “to infinity and beyond” to quote the great philosopher Buzz Lightyear.

I’ll keep it classy and leave it at that.

Uncategorized

“An Amazing Celebration of NRA Fellowship and Freedom”

October 4, 2021 by 3 Comments

The headline come from a quote by newly-elected NRA President Charles Cotton regarding the NRA Annual Meeting held in Charlotte on Saturday.

If that was all you knew about the Meeting of Members held in Charlotte, you would be excused if you assumed the meeting room was packed to the gills, that members’ concerns were respectfully heard, and that every member of the Board of Director was there.

The reality is much different.

As you can see in this photo sent to me by Rocky Marshall, attendance was sparse. He counted 128 attendees and there were probably a few more by the time everything got underway. Even last year in Tucson during the height of COVID, the Meeting of Members had more attendees. I would say the majority in attendance in Charlotte were Board members, their spouses, and NRA staff.

With regard to having members’ concerns being respectfully heard, a concerted effort was made to suppress even a vote on the only resolution brought before the members in the meeting. Frank Tait submitted the resolution that expressed no confidence in Wayne LaPierre and the Board of Directors and which said Wayne, Meadows, Cotton, Lee, and John Frazer did not deserve to be re-elected. Friend of Wayne Joel Friedman raised an objection to the resolution and a vote was called on whether to consider it. The vote was an overwhelming majority to sustain the objection and not consider the resolution. With that, the meeting adjurned.

If there was a bright spot in this whole charade, it is that NRA General Counsel and Secretary John Frazer was forced to read the resolution in its entirety out loud and that it became an official part of the meeting records. There is no word whether Frazer gritted his teeth or whether his blood pressure started to rise in response.

Stephen Gutowski notes in his new publication The Reload that 28 members of the Board of Directors bailed on the meeting and the follow-up Board Meeting. That means only 48 or members of the Board bothered to show up.

Moving on to the Board Meeting where officers and executives would be elected. The only surprise is that Wayne was not able to be re-elected by acclamation as Judge Phil Journey nominated Rocky Marshall for Executive VP and CEO. The vote on that was 44 votes for Wayne, 2 for Rocky, and 2-3 abstentions. They then went on to elect the full slate of officers and executives that were in the Nominating Committee recommendations that I posted on Friday night.

Such was the paranoia of the NRA that Stephen Gutowski was kept out of the Board Meeting because he was not an active NRA member. He had been allowed to sit in on other NRA Board Meetings in the past. Moreover, I was told by both Frank Tait and Rocky Marshall that they were shadowed throughout both the Meeting of Members and the NRA Board of Directors Meeting by a couple of security guards. Frank did note that they kept the CDC-recommended six feet away.

I have to laugh when I read the official statement by Wayne on being re-elected as Executive VP.

“The NRA is focused and energized–standing tall in the face of unprecedented attacks on our Association and constitutional freedoms,”…“I am honored by the trust placed in me by the NRA Board of Directors and the millions of patriots they represent. Together, we will continue to confront our adversaries and fight for our freedoms and values. We are resolute in our mission as America’s greatest defender of constitutional freedom.” 

The Board of Directors may have represented the members at one time but that time is past. If Wayne and his cronies were really the greatest defender of constitutional freedom they would have allowed consideration of Frank Tait’s resolution, they would not have obstructed the case that became DC v. Heller in its early stages, and they would have gone far beyond the legal requirements for notification of the Annual Meeting. On this last thing, they didn’t even meet the minimum requirements imposed by NY law.

We are beginning to see the impact of the willful ignorance of the Board of Directors. Membership is reported to have fallen down to about 4.2 million members from a high of 5.5 million. Moreover, I know of a very large gun club in Pennsylvania that will be dropping their 100% NRA membership requirement. Without such a requirement, you have to believe that a lot of annual members will start dropping off the roles. Finally, I am hearing on various forums that range from hunting to 2A activism that a large number of traditional donors are keeping their wallets closed. Now I may be just listening to the choir on this but I’m starting to see it in too many places to ignore.

Uncategorized

The Full NRA Response To Bankruptcy Dismissal

May 12, 2021 by 6 Comments

The NRA has put out a much longer and complete response to the dismissal of their Chapter 11 bankruptcy case. A quick read through it shows a few thing. First, they are trying to put a positive spin on what is really not a positive for the NRA. That is to be expected.

Second, they cherry-picked the decision. When they say they have the option to file a new case, they forget to say the judge said any new case would have a trustee. That would mean Wayne and Bill Brewer would be booted. Do you really think Wayne and Brewer would file again when they know they are out?

Third, Wayne and the rest of the “Gang of Four” (as some have called them) all made statements to the effect that the NRA is strong, secure, and they will keep up the good fight. The question is are they fighting to keep their positions or actually fighting to advance the Second Amendment. As many have commented, just think what all the millions wasted on the bankruptcy’s legal fees could have done to advance the fight for the Second Amendment.

Below is the NRA’s full response in its entirety. I haven’t even highlighted the stupid shit.

NRA Moving Forward with Legal and Business Strategy in Response to Dismissal of Bankruptcy Filing 

Court Finds That NRA’s Move to Texas Could Still Be Accomplished Outside Bankruptcy

In response to today’s dismissal of a prior bankruptcy filing, the National Rifle Association of America (“NRA”) announced that it will continue to fight on all fronts in the interests of its mission and its members.   

The New York Attorney General and others had aligned against the NRA in opposition to the NRA’s reorganization plan announced on January 15, 2021. They sought to dismiss the NRA’s bankruptcy filing with prejudice or, in the alternative, appointment of a court-appointed trustee, to take control of the Association’s business and financial affairs. Importantly, a United States Bankruptcy Court in Dallas did not appoint a Trustee or examiner, even as it ruled the Association may not proceed with the chapter 11 case. The court dismissed the bankruptcy filing without prejudice, meaning the NRA does have the option to file a new bankruptcy case. 

During a 12-day hearing that occurred over approximately four weeks, the NRA established that it had adopted new policies and accounting controls, displaced many “insiders” who had allegedly abused the Association, and accepted reparations for costs voluntarily determined to be excess benefits. The hearing proceedings focused on the NRA’s compliance efforts, and the organization’s renewed commitment to good governance. 

In an opinion, dated May 11, 2021, the Hon. Harlin D. Hale, U.S. Bankruptcy Judge, Northern District of Texas, wrote, “In short, the testimony…suggests that the NRA now understands the importance of compliance. Outside of bankruptcy, the NRA can pay its creditors, continue to fulfill its mission, continue to improve its governance and internal controls, contest dissolution in the NYAG Enforcement Action, and pursue the legal steps necessary to leave New York.”

Underscoring the importance of the proceedings, Judge Hale previously said the NYAG motion contesting the NRA’s Chapter 11 filing was “the most important motion I’ve ever heard as a judge.”  

The NRA remains determined to further streamline its legal and business affairs in the best interests of its constituents and members.  

NRA CEO & EVP Wayne LaPierre said today’s decision – and the ongoing independence of the NRA – empowers the Association’s approximately 5 million members. 

“The NRA remains committed to its members and our plan for the future,” says NRA CEO & EVP Wayne LaPierre. “Although we are disappointed in some aspects of the decision, there is no change in the overall direction of our Association, its programs, or its Second Amendment advocacy. Today is ultimately about our members – those who stand courageously with the NRA in defense of constitutional freedom. We remain an independent organization that can chart its own course, even as we remain in New York to confront our adversaries. The NRA will keep fighting, as we’ve done for 150 years.” 

The NRA remains determined to confront NYAG Letitia James in her attempt to dissolve NRA. The NYAG seeks such remedies as part of a lawsuit she filed on August 6, 2020. In summer 2018, then NYAG candidate James called the NRA a “criminal enterprise” and “terrorist organization.” Her subsequent pursuit of the NRA has been characterized by many legal experts and constitutional scholars as a gross weaponization of legal and regulatory power.

“The NRA will continue to defend the interests of the Association in New York,” says William A. Brewer III, counsel to the NRA. “Our client has faith in its leadership, and its demonstrated commitment to good governance.” 

“The record reflects the NRA undertook a ‘course correction’ with respect to its management,” says NRA President Carolyn Meadows. “The Association is strong and secure – once again moving forward above the objections of its adversaries and those who oppose Second Amendment freedoms.”

The NRA can still pursue establishing business operations in Texas, and the organization will continue to explore moving its headquarters there from Virginia. Texas is home to more than 400,000 NRA members. 

The bankruptcy hearing became the nation’s highest -profile legal proceeding of its kind. The virtual proceedings, involving more than 20 witnesses, explored novel issues that define the roles and responsibilities of legal defendants subjected to the threat of dissolution. The NRA has maintained it is financially viable, following its current pathway, in part, to escape a toxic political environment in New York. The NRA was incorporated in New York in 1871. 

The legal proceedings revealed the NRA’s commitment to good governance and efforts to follow the “principled path” with respect to its management practices, board oversight, and member obligations under Mr. LaPierre’s leadership. Mr. LaPierre remains at the helm of the organization, directing political affairs, grassroots activities and other functions essential to the defense of the Second Amendment. 

“The record establishes that NRA members can have great confidence in this institution and its plans for the future,” says NRA First Vice President Charles Cotton. “The Association will work with members, vendors, and other constituents to continue the fight for freedom.” 

“Our NRA is pressing forward with its plans, and remains determined to promote constitutional freedoms,” says NRA Second Vice President Lt. Col. Willes K. Lee, USA (Ret). “We will never shrink from the tough and principled stands we take on behalf of our law-abiding 5 million members.” 

Read Judge Hale’s Order Granting Motions To Dismiss here.

# # #

Uncategorized

A New Must Read Blog

April 15, 2021 by 6 Comments

A friend sent me a link to a new blog called, “NRA in Danger.”

Having read all of their postings, I’d say it is a must-read blog especially for any NRA member who is concerned about the bankruptcy filing, the organization’s future, and the shenanigans played by Wayne and company. I don’t know who is writing this blog but I have found their reporting on the NRA’s bankruptcy hearings astute and incisive.

Here is how they describe themselves:

We are a group of NRA members, all life or above, who are concerned about where our organization is being taken. In 2019, the 150 year-old NRA, the oldest civil rights organization in the country, was rocked by financial scandals. The New York Attorney General (It’s a New York corporation) sued to dissolve its corporate charter, to kill it as a corporation. Since then its leadership and Board of Directors has consistently made the worst possible decisions, feeding her ammunition. A good move would have been to announce it was concerned about the allegations, was going to seriously investigate, and remove or otherwise punish those responsible. She’d have had no case then, yes there were problems, and NRA’s board is curing them.

Instead, the choice was to purge those who supported an investigation, threaten any who might join them, cover up everything, keep those responsible, and hand them big bonuses. Members were told that nothing was wrong, her case was all lies and posed no danger. Then the Board filed for bankruptcy, spending millions to escape from that supposedly harmless suit.

The members deserve truth, and we will do our imperfect best to give it to them.

We can be contacted at: NRAlifer -at- protonmail.com

I have only listened to some of the bankruptcy hearings. However, this one part from Day Five which included testimony from Judge Phil Journey just infuriated me.

At board special meeting in March, he was told his motion made him an enemy of NRA’s position. Charles Cotton asked that anyone adverse to NRA not attend executive session, while staring at him. He attended anyway. Got up to speak at microphone, chair ignored him, refused to call on him and he eventually sat down. When they went back into open session he asked to speak on a point of personal privilege, his honor had been impugned, and people shouted him down and Willis Lee, 2nd VP and chair, ruled him out of order. So he was prevented from speaking to the rest of the board about the issues and why he had filed.

A majority of the Board and especially the leadership are acting like petulant children. Their actions are more reminiscent of the behavior of members of the Soviet Politburo towards someone who had fallen out of Stalin’s favor.

I will freely admit that I was taken in by Willes Lee. I endorsed him not once but twice. I regret ever urging anyone to vote for that snake in the grass. The best I can say in my defense is that Willes was very good at cozying up to and playing members of the Second Amendment new media. That is, until he got what he wanted. Now we are yesterday’s news and treated like untermensch.