John Frazer

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More Returned NRA Ballots

March 28, 2022 by 4 Comments

The issue with returned ballots is not restricted to eastern Pennsylvania. The ballot below was sent back to a Benefactor Life member residing in Nevada. Not only was it sent back to him but he received it in the damaged condition shown. I scratched out the name and he covered his address with a flyer to preserve his privacy.

In the comments section of my first post on this, another person in Tennessee has also received his ballot back in the mail due to the wrong Plus 4 ZIP and barcode. To date, the NRA has not issued any public notice of the issue with the envelope. How many more out there that have been returned or will be returned is open to speculation.

The person who had the first known returned ballot reached out the NRA’s Membership Department and got this response. I would urge anyone who had a ballot returned to do this.

No description available.

If you have not returned your ballot yet, my original suggestion that you scratch out the Plus 4 ZIP and the barcode below the address still stands. It will prevent the USPS mail sorting machines from kicking it out as undeliverable.

If you have friends who are voting NRA members, you need to warn them about this. My fear is that a number of people will wait until the last moment to send in their ballots. Then, when it is too late to resubmit the ballot, they will get it back in the mail.

Frank Tait brought this to the attention of NRA Secretary and General Counsel John Frazer. Here is the response he and the person to whom the first ballot was returned.

It does appear that a small number of envelopes containing completed ballots for the 2022 NRA board election were mailed to our independent accounting firm for processing, but have been returned to sender. We are continuing to investigate this situation in collaboration with the accounting firm. It appears that this situation is limited to a specific geographic area, which may indicate a problem at a specific postal facility – not a widespread problem impacting the majority of ballots. We are committed to the integrity of the election process, and to ensuring that process works to the benefit of all voting members.

Notably, the address on the ballot envelope is the same one used for all ballots, both this year and last. Nearly 100,000 ballots were received last year for processing. So far this year, about 60,000 ballots have been received—which again suggests that this is an isolated issue. In other words, tens of thousands of NRA members are participating in the election without experiencing this problem.

If a ballot envelope is returned, the member can still vote. We ask that the member please enclose the entire return envelope in a larger envelope, and mail it to:

Rogers & Co.

P.O. Box 686

Dunn Loring, VA 22027

We regret the inconvenience for those who were affected by this issue. The NRA is confident that our election process is fair – and we thank our members for participating in this important undertaking.

What bothers me the most is that this is being treated like a small aberration by the powers that be in the NRA. If we learned anything from the 2020 elections it is that people get really pissed off if they perceive that an election has issues with their vote not being counted. I don’t care if it is a “found” bundle of ballots in the middle of the night or a valid mailed-in NRA BOD ballot that is being returned to sender as undeliverable.

To be sure this is not a case of malfeasance. It is a case of negligence. Moreover, it is a case of repeated negligence. John Frazer acknowledges that the same erroneous address was used last year as well. If I could see the error almost immediately, then why did the highly paid consultants, the accounting firm, and other experts at the NRA not catch it? Could it be that they assume the outcome of this election is preordained and they just don’t give a shit if my vote or yours is counted or not?

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NRA Will Not Be Dissolved

March 3, 2022 by 7 Comments

Judge Joel Cohen issued a ruling today in the New York Attorney General’s dissolution suit against the National Rifle Association. He dismissed four of the 18 causes of action in the amended complaint brought by Attorney General Letitia James but allowed the remain 14 to continue. Specifically, Judge Cohen dismissed the first, second, 16th, and 18th causes of actions.

The first and second causes of action sought the dissolution of the NRA. In the first cause of action, the NRA was said to have “conducted its business in a persistently illegal manner and abused its powers contrary to the public policy of the State of New York by operating without effective oversight or control by its officers and directors” which was grounds for dissolution under N-PCL § 1109(b)(1). The second cause alleged that “directors or members in control of the NRA have looted or wasted the corporate assets, have perpetuated the corporation solely for their personal benefit, or have otherwise acted in an illegal, oppressive or fraudulent manner.” This would be grounds for dissolution under N-PCL § 1109(b)(1).

He wrote in dismissing those two causes of action:

In arguing for dissolution, the Attorney General’s allegations fail to delineate between the NRA, on the one hand, and its leaders on the other, who acted “without regard to the NRA’s best interests” (see id. ¶ 143 [“LaPierre, together with his direct reports, including Defendants Phillips, Frazer and Powell, instituted a culture of self-dealing, mismanagement, and negligent oversight at the NRA . . . without regard to the NRA’s best interests.”]; id. ¶ 646 [“Despite a conflict of interest and his lack of authority to do so, LaPierre unilaterally determined to place the NRA into bankruptcy to evade a regulatory action in which he was named as a defendant . . . cost[ing] the NRA tens of millions of dollars”]). Conflating the Individual Defendants with the NRA writ large for purposes of dissolution is inappropriate here for the reasons discussed supra. It also ignores the allegations that the wrongdoers in control of the NRA do not necessarily speak for other NRA members, some of whom have tried to instigate reform within the organization but have been met with resistance from entrenched leadership (see, e.g., id. ¶ 491). (emphasis mine)

The 16th cause of action involved the prudent management of institutional funds. This cause of action was dismissed by Judge Cohen as it didn’t properly distinguish between “program-related funds” and “institutional funds”.

The 18th cause of action was specifically against LaPierre, Frazer, Phillips, and Powell. It accused them of common law “unjust enrichment” and sought to recover monies paid to them that were “excessive, unreasonable, and/or unauthorized.” Judge Cohen based his dismissal of this cause of action as it ran afoul of earlier NY Court of Appeals rulings about unjust enrichment. In other words, this was only dismissed due to a technicality.

While the NRA will not be dissolved, this is not to say that the NRA, Wayne LaPierre, and the others are in the clear. The third and fourth causes of action against LaPierre and John Frazer allege breach of fiduciary duty. This was allowed to proceed onwards. Likewise, Judge Cohen found that the allegations contained in the seventh and eighth causes of action which accuse both LaPierre and Frazer of failing to properly administer charitable assets were sufficient to proceed.

The 11th and 14th causes of action were against LaPierre and the NRA respectively. These accuse LaPierre and the NRA of engaging in “unlawful related party transactions.” Judge Cohen found that both claims were sustained.

The 15th cause of action which was allowed to go forward involved violation of the New York whistleblower protections. Judge Cohen said there was sufficient evidence to show that the NRA, Powell, and LaPierre retaliated against whistleblowers and that Frazer was incompetent in carrying out the whistleblower policy. The retaliation against Oliver North as well as the freezing out of directors such as Tim Knight and Esther Schneider from committee assignments is coming back to haunt the NRA.

The final cause of action sustained against the moves by LaPierre and Frazer to have them dismissed is the 17th. That cause of action stated that the NRA and Frazer “made materially false and misleading statements and omissions in the annual reports the organization filed with the Attorney General.” Judge Cohen said that the NRA didn’t contest the falsity of the filings for now and the allegations against Frazer were specific enough that they should continue.

It should be noted that neither Josh Powell nor Woody Phillips sought to have the specific causes of action against them dismissed.

If after all the court proceedings are finished, it could result in the all four of the individual defendants being being barred from the NRA or other New York non-profits and forced repayment of their ill-gotten gains. Moreover, I can foresee a forced restructuring of the NRA in such a way as to prevent the abuses we have seen and are now seeing.

The bottom line is while the NRA has escaped dissolution this is not the end of things.

You can read the full 42-page opinion by Judge Cohen below. It makes for interesting reading.

451625 2020 People of the State of v People of the State of DECISION ORDER on 611 by jpr9954 on Scribd

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“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.

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Giving The NYAG More Ammo

August 30, 2021 by

The saga of the Directors and Officers liability insurance for the NRA Board of Directors continues. As I wrote almost two months ago, Lloyds of London refused to renew the existing policy. In the interim, the board voted to set up a $5 million contingency fund. The inadequacy of this fund was the impetus for Buzz Mills’ resignation from the board.

Now there are reports that that NRA leadership said that they have a policy which leads us to the latest controversy. It was based upon an email sent in early August to board members from Secretary and General Counsel John Frazer saying that they had obtained Directors and Officers liability coverage.

The blog NRA In Danger reports that board member Rocky Marshall has been asking Frazer for a copy of the new policy that supposedly protects them. He has been stonewalled despite making five or more requests for a copy of the policy in both writing and verbally.

From NRA In Danger:

August 17, director Marshall writes a rebuttal, repeating that a director’s right of inspection is absolute, and no employee-officer has a right to proclaim the corporation’s records “confidential” against a director. Frazer in a phone call said that bloggers would write negative articles if the policy were released. Marshall answers, “To use this as an excuse for not releasing information that I have requested is creating an artificial barrier that prevents me from performing proper oversight. This also increases the risk for the NRA because the NYAG lawsuit continues to highlight the lack of oversight from the NRA Board of Directors.”

 Marshall adds, inspection at Fairfax HQ is hardly feasible for a director a thousand miles away., at a time of Covid-19. Inspection at the Houston meeting is insufficient; he wants his attorney to look it over.

“This email is another demand for a copy of the Declaration page of the D&O policy. I would be grateful to receive this copy via email or a hard copy mailed to my physical address. Failure to provide a copy of the D&O policy is unacceptable regardless of the contrived reasons that you have outlined in your email.’

Yesterday, August 27, Marshall sent the entire email exchange to the board, after waiting ten days for a reply that never came.

Damn bloggers. We are the bane of both Tara Chipman’s and John Frazer’s existence.

Now to the core of the issue. Does a director have a right of inspection of corporate records which would include the D&O policy in question?

The answer is unequivocally yes according to the NY Court of Appeals which is the highest court in New York. Given that the NRA is a non-profit incorporated under New York law, these rulings control.

That court said in 1955 in Matter of Cohen v. Cocoline Products (309 N.Y. 119 (Ct of Apps 1955)) that it was an “absolute, unqualified right, having its roots in the common law, to inspect their corporate books and records” More recently, in Matter of Brenner v. Hart Systems (493 N.Y.S.2d 881, 114 A.D.2d 363 (Ct of Apps 1985)), the Court of Appeals found that directors had the absolute and and unqualified right to “inspect and examine corporate books and records.” It then went on to say that Brenner would suffer irreparable harm if denied this right. This case centered on Brenner’s demand to see the accounting records to determine whether they were inadequate and whether there were irregularities and/or improprieties. In the context of the NRA, that makes that case highly relevant!

In some ways I do feel for John Frazer. He has been named as a co-defendant by the New York Attorney General in the dissolution complaint for “negligence”, was called “unprepared to manage the legal and regulatory affairs of the NRA”, was said to be ignorant of New York non-profit law, and has been accused of many other failures to adequately do his job. To add insult to injury, he was paid about half of what Josh Powell was paid by the NRA. This despite Powell’s reputation for being incompetent, a sexual harrasser, and really kind of dumb except when it came to his own self-preservation.

That said, Frazer’s loyalty to Wayne and Wayne’s wishes will be his and the NRA’s undoing. If Frazer’s refusal to provide a copy of the insurance policy to Marshall when Marshall has an absolute right to see it doesn’t come up in court, I’d be very surprised. You know the NY Attorney General’s Office is already watching every action or inaction by the NRA, its officers, and the board like a hawk. This is just one more thing to add to the argument for dissolving the NRA.

One last comment. Thanks to the postponement of the NRA Annual Meeting, Rocky Marshall remains a director of the NRA with all its rights, privileges, and obligations because his term of office does not end until the Annual Meeting takes place.

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Wayne’s Letter To The NRA Board

January 16, 2021 by 5 Comments

An email went out at 4:01 pm EST this afternoon from NRA Secretary John Frazer to the Board of Directors announcing the bankruptcy filing and plans to reorganize in Texas. According to the time stamp on the bankruptcy filing, it was filed at 2:48 pm CST or less than 15 minutes earlier.

The email repeats much of what was reported in the press release.

Dear Board of Directors:

I am pleased to announce some exciting news about the NRA. 

The NRA announced it will reorganize the Association as a Texas nonprofit to abandon the corrupt political and regulatory environment in New York. This action will ensure our continued success as the nation’s leading advocate for constitutional freedom.

To facilitate the reorganization, the NRA and one of its subsidiaries filed voluntary chapter 11 petitions in the United States Bankruptcy Court for the Northern District of Texas, Dallas Division. As you may know, chapter 11 proceedings are often utilized by businesses, nonprofits and organizations of all kinds to streamline legal and financial affairs. 

Subject to court approval, the NRA’s new strategic plan involves “dumping New York” and reincorporating the Association in the State of Texas – home to more than 400,000 NRA members and site of the 2021 NRA Annual Meeting being held in Houston.

As many of you have observed, New York is no longer a welcome home to our Association, as its leaders have demonstrated their hostility to the constitutional freedoms in which we believe. Our filing today allows us to wisely seek protection from New York officials who illegally weaponized the powers they wield against the NRA and its members.

The NRA is not financially insolvent. In fact, this move comes at a time when the NRA is in its strongest financial condition in years.

The Association will continue with the forward advancement of the enterprise – confronting anti-Second Amendment activities, promoting firearms safety and training, and advancing public programs across the United States. No immediate changes are expected to the NRA’s operations or workforce.  

The reorganization aims to help the NRA streamline costs and expenses, organize various litigation matters that involve related facts, and realize other financial and strategic advantages.

By exiting New York, the NRA abandons a state where elected officials have weaponized legal and regulatory power to penalize the Association and its members purely for political purposes.

The Battle in New York

As you will recall, in summer 2018, New York Attorney General candidate Letitia James vowed that, if elected, she would use the powers of her office to investigate the NRA. Without a shred of evidence supporting her claims, James called the Association a “terrorist organization” and a “criminal enterprise.” As promised, she commenced an “investigation” upon being elected to the Office of NYAG and, predictably, filed a lawsuit seeking to dissolve the NRA just prior to the November 2020 national election.

In response to the anti-freedom actions of the NYAG, the NRA filed a lawsuit in August 2020 against the NYAG similar to its lawsuit against New York Governor Andrew Cuomo and the New York State Department of Financial Services, filed in 2018. The NRA pursues the defendants for attempting to “blacklist” the organization and its financial partners in violation of their First Amendment rights. The NRA will continue those legal actions.  

I firmly believe this strategic plan represents a pathway to opportunity, growth and progress. One important part of the plan is reincorporating in a state that values the contributions of the NRA, celebrates our law-abiding members, and joins us as a partner in upholding constitutional freedom. This is a transformational moment in the history of the NRA.

The NRA’s day-to-day business operations will continue uninterrupted.

This proven mechanism is a positive for us, allowing our advisors to pursue strategic advantages for the NRA as our leadership team continues to advance our mission.

We will continue to promote our Second Amendment advocacy, firearms education and training, and public endeavors. We do not anticipate any measurable impacts to our staffing, public programs or Second Amendment advocacy.

We are forming a special committee to study the possibility of relocating key segments of our business operations to Texas or other states.

A new committee, under the direction of First Vice President Charles Cotton, will study opportunities for relocating segments of NRA business operations to Texas or other states. We are exploring any option that may work in the best interests of the NRA and its members.

In the meantime, the NRA’s general business operations will remain in Fairfax.

Building Our Strengths

I have added Marschall Smith as our Chief Restructuring Officer. Marschall is a former Senior Vice President and General Counsel of 3M Company and ADM, among others, and has more than 35 years of legal and business experience with an emphasis on compliance, corporate finance, and corporate governance.

A native Texan, Marschall served 10 years as a Marine Corps officer, including four years of active duty with combat service in Vietnam. He left the Marines with the rank of major. He was a member of the Carter/Mondale presidential transition team and served as a special assistant to the Director Designate of Central Intelligence. He received his bachelor’s degree, cum laude, from Princeton, followed by a Juris Doctor degree from The University of Virginia and an MBA from The University of Chicago.

Marschall will work closely with the NRA senior leadership team. I know he looks forward to meeting all of you – as we embark upon this journey together.

Do not believe everything you hear in the media. We fully expect our adversaries to try to gain some sort of perceived advantage over the NRA by mischaracterizing this strategic plan. They will portray a so-called “bankruptcy” as a negative and, once again, predict our demise.

The liberal media, anti-gun gadflies, and left-wing politicians will desperately try to advance another distorted truth about the NRA.


The NRA is financially strong and well-positioned on all fronts. I am confident our members, employees, and most loyal stakeholders will appreciate the extraordinary benefits of this plan and realize the value of the NRA charting its own path forward – on its own terms. (We are making immediate outreach to our members, instructors, donors, and other key stakeholders.)

Again, this plan allows us to streamline our legal and business affairs, escape a radicalized New York political environment, and position ourselves for the long-term. It is the first step of an ambitious and exciting blueprint for the future.

We will stay in regular communication with the board. In the meantime, please visit www.nra.org/forward for more information. If you receive any public inquiries, please refer them to Andrew Arulanandam, managing director of NRA Public Affairs, at aarulanandam@nrahq.org.

Thanks in advance for your loyalty and partnership. I’m confident we have never been better positioned in the history of our organization – or more prepared to keep winning the fight for freedom.

Wayne

I think much of the Board was caught unawares by this legal move. My legal sources are casting some doubt that this will end the case in New York unlike the impression given by the happy, rah-rah tone of the letter and other press releases.

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Brewer Represents NRA But Not LaPierre?

September 1, 2020 by 4 Comments

All the filings for the lawsuit brought by the Attorney General of New York seeking dissolution of the NRA are online. You can see when the individual defendants were served and in what manner.

Both Josh Powell and Wilson “Woody” Phillips had their attorneys file a “stipulation of service” which also granted them time to respond. This was done two weeks ago. Interestingly, they each have hired attorneys with big name firms. Powell’s attorney is Mark MacDougall who is a partner with Akin Gump in DC and was formerly a Federal prosecutor. Likewise, Phillips’ attorney Seth Farber, a partner with Winston Strawn in New York, was also a former Federal prosecutor.

John Frazer was personally served at home in Virginia two weeks ago. The description of the person accepting the service fits that of John Frazer himself.

Here is where it gets interesting. It seems Wayne LaPierre and/or his security guards not only refused service at both the office and his home in Great Falls, Virginia, but is not being represented by Bill Brewer.

Stephen Gutowski of the Free Beacon noticed that in this filing that was done this past Saturday. He posted about it on Twitter earlier this evening. If you double-click on the embedded tweet you can see the filing. Look at paragraph 2.

Regardless of who is or will be Wayne’s attorney, I really don’t think the judge presiding over the case will look too kindly on the petulant manner in which Wayne and his henchmen treated the process server. The other three individual defendants accepted service politely or had their attorneys reach out to accept it.

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James Seeks NRA Dissolution

August 6, 2020 by 3 Comments

While there was some speculation earlier today that NY Attorney General Letitia James’ “national announcement” would have to do with President Trump. That was wrong. The original speculation was that it had to do with the NRA was correct.

James has moved to dissolve the NRA in NY Supreme Court for New York County. She has an 18 point, 169 page complaint which includes claims that Wayne LaPierre, Josh Powell, Woody Phillips, and John Frazer have violated their fiduciary duty.

James in her press conference said that she will be forwarding information to the Internal Revenue Service regarding the NRA’s non-profit status. As to freezing assets of both the named individuals and the organization as a whole that is included in the complaint. When asked if she will be seeking criminal charges, James said the investigation is ongoing and any criminal charges will be referred to Manhattan DA Cy Vance Jr. if necessary. James also denied that bringing this dissolution action has anything to do with her personal views on “gun violence” and is only seeking to enforce New York charity law.

James, in her press release, says the resolution she seeks is:

As a result of all the allegations mentioned above, Attorney General James seeks to dissolve the NRA; asks the court to order LaPierre, Phillips, Powell, and Frazer to make full restitution for funds they unlawfully profited and salaries earned while employees; pay penalties; recover illegal and unauthorized payments to the four individuals; remove LaPierre and Frazer from the NRA’s leadership (Phillips and Powell are no longer employed by the NRA); and ensure none of the four individual defendants can ever again serve on the board of a charity in New York.

You can watch the full announcement below. I will be scanning through the court filing in an effort to provide a digest later today.