“An Amazing Celebration of NRA Fellowship and Freedom”

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.

Politicking The NRA Board

It seems the powers that be within the NRA are politicking the NRA Board in advance of their meeting tomorrow afternoon. Since it will be the first Board meeting after the Meeting of Members, new officers will be elected and trustees for the NRA Foundation and the NRA Special Contribution Fund will be selected.

I was sent anonymously a copy of the Nominating Committee report that was slipped under the door of every director in Charlotte a short while ago.

Three things stand out. First, they are attempting to influence the Board’s vote on the election of officers and trustees in advance of the actual meeting. Second, in doing so, they violated the confidentiality of their own executive session. Finally, making Willes Lee as a trustee of the NRA Foundation given his service on the Special Litigation Committee will be a red flag to not only the Attorney General of New York but to the Attorney General of the District of Columbia who is suing the NRA Foundation. Attorney General Racine’s lawsuit alleges the Foundation put the interests of the NRA ahead of its own.

I seem to remember an absurd comment by North Carolina’s own board member Walt Walter that leaking stuff from an executive session should be punished by death. Hmmm.

An Insider’s View of the NRA Board of Directors

I was sent this release this afternoon from Rocky Marshall. He is encouraging those that can to attend the Meeting of Members in Charlotte. Regardless of whether you can attend or not, he does encourage members to get involved and I agree 100% with him on that.

From Rocky:

In the last eight months as a member of the NRA Board of Directors (BOD), I have been asked often by NRA members, pro-gun groups and pro-second amendment reporters “Why does the NRA BOD refuse to terminate Wayne LaPierre’s employment in light of the accusations and evidence of mismanagement, malfeasance, and misuse of NRA funds for personal benefit?” I believe there are three primary reasons and a lengthy list of secondary reasons.

Primary Reasons:

  1. NRA Officers and key board members fully support maintaining Wayne LaPierre as the EVP regardless of the evidence that has been presented in the recent Bankruptcy trial.
  2. Several Directors are not independent fiduciaries and will follow the leadership regardless of the admission of wrong doing by Wayne LaPierre and others.
  3. A few Directors are independent but will not openly challenge the current leadership for fear of reprisals, loss of committee assignments, and ultimately removal from the BOD. 

The BOD’s failure in the fiduciary role of over sight has created a risk of dissolution by the New York Attorney General and has enraged NRA members, pro second amendment organizations and second amendment reporters.  The very groups that historically have been the back bone of the NRA are now the biggest critics.  The NRA routinely describes these former support groups as adverse to the NRA and malcontents. These often repeated derogatory terms are used to described anyone or any organization with views that do not align with the NRA leadership.  

In order to develop an understanding of where the NRA is heading, it is necessary to predict the outcome of the New York Attorney General’s Complaint against the NRA. 

Potential Outcomes:

1)         The NRA prevails in the NYAG case and all charges are dropped and the NRA returns to normal operations with current management and BOD in place. This is not plausible due to the over whelming evidence compiled by the NYAG and through testimonies during the bankruptcy trial.  If Martha Stewart can go to jail for insider trading on a transaction valued at $45,000; then I venture to speculate that mismanagement of millions of dollars can also have serious consequences.

2)         The NRA loses the NYAG case and immediately files an appeal or another bankruptcy filing. This is possible, however I think is unlikely because the NRA will lose all leverage with the NYAG and will be at the mercy of the court. 

3)         The NRA avoids the trial through negotiations with the NYAG agrees to remove management, agrees to pay a massive fine, the NRA BOD is disbanded, and the NYAG has a huge political victory.  I think this outcome is the most likely based on the other possible outcomes. 

The appointment of an Independent Receiver by the New York Court could help stop the raiding of the NRA’s bank account. I am hoping that the recent filing of an intervention in the NYAG case (which I am the named Director) will finally end the continued wrong doing by a few and save the NRA for the members. 

I hope to encourage all NRA members to become fully engaged in taking back control of the NRA for the benefit of the members. The annual member’s meeting has been scheduled for October 2, 2021 in Charlotte North Carolina.  If you attend, now is the time for your voice to be heard. The BOD will not change course and have no intention of correcting the wrong doing of the past.  If the NRA is important to you, please get involved….now!

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.

Giving The NYAG More Ammo

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.

Uncle Ted (Nugent) Resigns From NRA Board

Ted Nugent aka Uncle Ted aka The Motor City Madman has resigned from the NRA Board of Directors effective immediately. He was first elected to the Board in 1995 and has been re-elected continuously since.

According to Nugent, his resignation is due to his becoming the national spokesman for Hunter Nation. His contract with them requires exclusivity.

Hunter Nation posted this on their website:

Kansas City…Hunter Nation, the fastest growing grassroots organization in the country dedicated to protecting the rights of hunters, inked a historic partnership with Ted Nugent by naming him their National Spokesperson in a deal announced today.

Hunter Nation President and CEO, Luke Hilgemann said, “Today marks the beginning of an exciting new chapter for Hunter Nation.  Ted Nugent has been an icon in the hunting and outdoor community for decades and no one has fought harder to protect the rights of hunters than Uncle Ted.  We are beyond excited to officially partner with Ted to help us grow our army of hunters, increase our impact on policy, and continue to activate millions of American hunters to vote their values and protect our traditions – basically continuing the legacy Uncle Ted has built as the Ultimate BloodBrother!”

“Being addicted to truth, logic, commonsense and the American Way for 72.6 years, I am compelled to stand up and shout it out loud and proud from every mountaintop I ascend every day,” asserts Nugent. “Freedom is not free and I want to earn it to the best of my ability and I am excited to be working with the Hunter Nation team to do just that.”

I will admit that I am not familiar with Hunter Nation so I can’t say whether it is a good more or not for Ted.

That said, I have long held that there really is not much of a place for celebrities on the Board of Directors. I much rather see work horses than shoe horses on it.

In addition, any celebrity or really any one with deep pockets who remains on the Board is doing so at their own risk. If I were their risk manager or their attorney I’d be advising them to run and run fast. The liability issues surrounding the Board’s fiduciary duties and their lack of attention to them are just too great.

UPDATE: Stephen Gutowski of The Reload had the email sent out by John Frazer to the Board. He is blaming scheduling conflicts.

Is Wayne LaPierre A Peril Or A Hazard?

While I had heard rumors of Lloyd’s of London refusing to renew the NRA’s Directors and Officers insurance, Stephen Gutowski of The Reload confirmed it yesterday morning. He noted that in this past weekend’s Board of Directors meeting, they voted to create a $5 million fund to cover the board and executives as they search for a new policy.

NRA board member Phillip Journey told The Reload the fund was announced during the closed executive session of the gun group’s Saturday board meeting. He said board members were authorized to talk about it after the session ended, though. He believes the fund was created to alleviate concerns about liability raised by a number of board members.

“It was apparent from the comments that there are several board members that have expressed concerns,” Journey said. “This was their attempt to address the concern, knowing that the policy expires in, golly, less than 40 days.”

Lloyd’s did not respond to a request for comment. The elite business group has a reputation for insuring high-risk clients, and Journey said its decision not to renew the NRA’s policy is bad news.

“I mean, if Lloyd’s won’t insure you, who the hell will?” he said.

Judge Journey is correct. Lloyd’s of London will insure and reinsure risks that traditional insurance companies will refuse to cover. It should be noted that Lloyd’s is not a company but a marketplace that brings together investors, underwriters, brokers, and insurance companies.

I taught insurance and financial planning at Western Carolina University as an adjunct instructor for a decade. One of the topics we covered was risk management and ways to mitigate it. Insurance is the proper tool to use when the severity of the loss is high and the likelihood of an occurrence is low. It is properly termed “risk transfer”.

Without getting too deep into the weeds, there are a few definitions that need to be clarified when speaking of insurance. First, risk is the probability or chance of a loss. In the NRA’s case, I am speculating the underwriters calculated that the probability of a loss or claim against the directors and officers for failing to do their fiduciary duty was rather high.

Going further, peril is the direct cause of a loss while a hazard is something that either causes or increases the likelihood of a loss. If you have a homeowner’s policy you will see these terms on it. Looking at the recent condo collapse in Dade County, the collapse was the peril while the deteriorating concrete was the hazard. In terms of the NRA, you could say that Wayne LaPierre’s grifting behavior is the peril and that the Board of Directors acquiescence in letting Wayne do anything he wants is the hazard.

A couple of the major considerations in underwriting D&O insurance are recent legal actions alleging violation of federal or state law and involvement in bankruptcy proceedings. The NY Attorney General’s lawsuit to dissolve the NRA and hold Wayne and others personally responsible fits that bill as does the abortive attempt to use bankruptcy to evade New York’s enforcement authority. When you add that to the Board’s seeming unwillingness to do its fiduciary duty, it is no wonder that the underwriters at Lloyd’s said nope.

As a result, the NRA will self-insure as noted in the article from The Reload. Frank Tait, who is running for the Board, has an excellent look at what self-insuring or setting up a captive insurance company would mean for the NRA.

A more humorous look at this whole debacle comes from Bitter at Shall Not Be Questioned. She notes that Wayne is a bigger risk than fire and brimstone. Lloyd’s is willing to insure the Hawaii neighborhood that sits on top of an active volcano but is not willing to insure the NRA’s directors and officers. At least with the volcano you know the extent of the losses.

So to answer the question posed in the headline, I think you could say that Wayne is the peril and his continuing presence at the top of the NRA is the hazard. Dumping the Gang of Four of Wayne, Carolyn, Charles, and Willes won’t cure the NRA’s problems but it would be a step in the right direction.

A Modest Proposal By Jeff Knox

I have long thought that the NRA’s Board of Directors is too large and too unwieldy to be effective. Given how they have kowtowed to hired staff like Wayne LaPierre and their hired gun William Brewer III, I think this ineffectiveness is pretty obvious.

I’ve long held that it would be more effective to set up the board(s) similar to colleges and universities where they have a large Board of Visitors whose job it is to fundraise and gather support for the school with a small Board of Trustees whose job it is to actually manage the school in conjunction with administrators.

Jeff Knox of the Firearm Coalition has been a life-long observer of the NRA from both the inside and outside. Jeff’s proposal is similar but goes further than mine. He envisions three separate boards with varying levels of authority.

From his proposal:

The Honorary Board would be composed of celebrities, politicians, and high-dollar donors. As the name suggests, membership on the Honorary Board would be honorary, with members responsible for being goodwill ambassadors and fundraisers for the Association. They would have no role in the governance of the Association and would be elected or removed by the Advisory Board, with no limits on the number of members serving on it. They would not get travel reimbursement.

The Advisory Board would be a representative board of about 52 to 55 members, each elected by, and representing the NRA members of their home state or US territory. The term of service for Advisory Board members would be 2 years, with approximately half of the seats up for election each year. This board would be responsible for doing most of what the current Board of Directors does now, forming committees and subcommittees to hash out details and formulate policy and position proposals. The key difference between this board and the current board would be that the Advisory Board would not be making the final decisions, instead advising the Managing Board.

The Managing Board would be composed of 9 members, each serving a 3-year term, with one-third of the seats up for election every year. The members of the Managing Board would be nominated by the Advisory Board’s Nominating Committee or by petition of the members, and elected by the Advisory Board. The Managing Board would be responsible for electing the Executive Vice President, and for setting policy for the Association, as well as overseeing all aspects of Association business.

Jeff is explicit that his proposal is a basis for discussion and is meant to generate ideas. He doesn’t see it as a be-all and end-all proposal.

He goes on to add about the composition of the Advisory and Managing Boards:

The Advisory Board would be comprised primarily of people with strong ties and experience in the shooting sports and firearms politics, and the Managing Board would be comprised of people with solid firearms backgrounds and credentials, and equally solid business and government experience.

I think Jeff’s tripartite approach is a good start.

I do have reservations about two things. With the exception of just a few state affiliates like those in California, New York, Illinois, and Massachusetts, most NRA state affiliates are next to useless when it comes to actually fighting for gun rights. They tend to leave the fight for gun rights to the NRA-ILA representative serving multiple states and maybe a paid lobbyist. The fight for gun rights in many states is actually being done by non-NRA affiliates like Grass Roots North Carolina, AZ Citizens Defense League, and the Virginia Citizen Defense League

Most NRA state affiliates’ forte is competition and maybe training. I don’t want to call them “fudds” but many are still stuck in a 1950s mindset. They are totally ignorant of Gun Culture v2.0 and the millions of new gun owners who bought their first firearm in 2020-21.

My second reservation is an extremely strong objection to having the Managing Board elected by the Advisory Board. Never, ever should the voting members of the NRA not have the final say on the election of the Board that actually manages the NRA. I do like the idea that people can be nominated by petition for the Managing Board and I would make it a reasonable number that is obtainable.

As Jeff said, this is only a start. Unfortunately, it might take a court-order reorganization to make any of it happen.

For Your Weekend Reading

The NRA Board of Directors is having a special meeting today in Dallas along with a regular meeting tomorrow on Sunday. The special meeting is to approve the reorganization plan and the Chief Restructuring Officer. This comes on the heels of the last day of testimony in the US Bankruptcy Court hearings.

Day 10, as reported by the blog NRA In Danger, had testimony from the NRA’s outside auditor and the proposed Chief Restructuring Officer as well as cross-examination of Wayne LaPierre. While there is a lot there and you should read it in its entirety, three things captured my attention.

This witness did not do well under cross examination. He argued he’d reformed everything, then was faced with improper events that occurred after his alleged reforms. His choices were to appear corrupt or to appear incompetent and out of control, and he went with the second choice.

That to me provides even more evidence to Judge Harlin Hale that perhaps a trustee is called for. As those who are no fans of Wayne but are really worried about the future of the NRA have observed, a trustee would have the power to convert the Chapter 11 into a Chapter 7 and dissolve the NRA.

The second thing that captured my attention was Wayne’s response to the NRA’s attorney Greg Garman when asked about his background and history.

Background. MA from Boston College in politics, VA legislature. Got Phd. Over at DNC, knew NRA people, NRA right across street. Went into NRA building, they offered me job, late 1977. State liaison for year, then director state local. 1 year, then head govt affairs, in 1980. Membership now 4.9 million. Tried convert NRA into freedom organization. Outreach to celebrities. Celebrity shoots in Hollywood, dinners, etc.

Wayne does not have a PhD. He may have been in a PhD program in political science at BC but he never earned a PhD. I was admitted to the PhD program in political science at UNC-Chapel Hill. However, I left with a wife and no degree. I would never, ever, claim to hold a PhD if I hadn’t earned it. It just isn’t done and is consummately tacky.

Finally, there is Judge Hale’s question that he ordered the attorneys for both sides to answer on Monday. Judge Hale may be nicknamed “Cooter” but he is no fool.

Judge asks question, to be answered in arguments Monday (no court Friday)—chapter 11 purpose is to save company from liquidation bankruptcy. Does court have jurisdiction where sole purpose is to save company from dissolution under state law, which dissolution will only occur if the state court concludes dissolution is in best interests of public?

The blog NRA In Danger examines Judge Hale’s question in more detail. It is the critical question: does the court have jurisdiction? If not, then the case must be dismissed and the NYAG is free to continue in her attempt to dissolve the NRA.

Her dissolution suit has been strengthened by the bankruptcy court revelations. Just the lad day of testimony saw Wayne LaPierre claiming that he’d begun cleaning everything up in 2017, but forced to admit that he’d been given an incredibly lucrative “golden parachute” agreement in mid-2018 (it would have given him many millions had the board ever stopped electing him) that was signed by an outgoing president and Carolyn Meadows, now NRA president and head of the board’s Special Litigation Committee. The signing of the contract implicates NRA’s current board leadership, and also LaPierre himself, and shows his supposed 2017 reforms are. sham. He himself is free to loot despite them. On the same day those board officers signed another golden parachute for Woody Phillips, the NRA treasurer who had to “take the Fifth” dozens of times in his testimony. Others who got such agreements, LaPierre testified he had no idea of the contracts, showing that even if he were honest, in practice others are free to loot NRA at will without his being able to discover it.

Read the whole thing.

Moving on, a column by Stephen Gutowski on his new platform The Reload examines what he calls the membership program. In 2013, Wayne promised to double the membership after it had just hit five million members. Membership now stands at 4.89 million members. Not only has membership not doubled under Wayne’s most recent watch but it has regressed.

If the NRA’s membership has hit a ceiling, that’s significant, and it’s a bad sign for the most influential gun-rights group on the planet. It’s also a bad sign for NRA leadership’s argument in their current argument in the bankruptcy case. NRA leadership has repeatedly argued the LaPierre is the driving force behind fundraising at the organization, and it could not operate anywhere as effectively without him. But LaPierre has not only failed to meet his self-set 2013 goal of doubling NRA membership; membership has actually receded by his own account.

There are millions of new gun owners out there. I imagine some may have joined the NRA this year but the majority have not. Moreover, if what I’m reading across the Internet in forums on hunting, on the Second Amendment, and the like is correct, then there are a lot of people refusing to renew memberships or to make donations so long as Wayne and his grifter cronies remain in power. I am hearing this from both Gun Culture v1.0 and 2.0. I know my own wallet will remain closed to the NRA so long as Wayne is there.

Finally, my friend Kevin Creighton has an excellent post about the NRA’s fund raising approach. He notes Stephen Gutowski’s column on the NRA’s negative growth and relates it to their fund raising approach.

However, let’s face facts. For over 10 years now, the NRA’s primary messaging has been “Give us money, they’re a-comin’ for yer guns.” Okay, fine, let’s say they actually ARE coming for our guns. What have you, the NRA, done to prevent that from happening? What value am I getting for my donation? Why should I give to you right now, except out of habit?

Kevin relates his success fund raising for a faith-based organization using a positive approach. He urges the NRA to get away from the negative approach and return to the more positive approach of the past. Then, both money and membership might grow.

If you are a NRA member or were at one time, you really need to read all these blog posts and articles. Those of us who want a reformed NRA may be voices crying in the wilderness like the Old Testament prophets but the fight for the Second Amendment depends upon it.

Another NRA Board Special Meeting

Stephen Gutowski of The Reload is reporting that a special meeting of the Board of Directors has been called for May 1st in Dallas. The purpose of this meeting is to approve a reorganization plan that the NRA plans to present to the US Bankruptcy Court.

They plan to have a regular Board meeting on Sunday, May 2nd.

This meeting comes after two weeks of testimony before Judge Hale in the US Bankruptcy Court. As Gutowski, myself, and others have noted, this testimony has brought out many questionable financial practices involving Wayne LaPierre, his executive assistant Millie Hallow, and former CFO Woody Phillips.

As Gutowski notes regarding the meeting:

The NRA did not respond to a request for comment on the special board meeting, but there is a possibility the meeting won’t even take place. The current portion of the bankruptcy trial is set to end on April 23, and the judge is supposed to issue an order in the case by April 30. If the judge decides to appoint a trustee or dismiss the case, it is possible the group won’t have an opportunity to present the restructuring plan the board is set to review on May 1. A trustee could also fire current leadership and the board of directors before the meeting occurs.

The US Trustee has objected to the appointment of a Chief Restructuring Officer as proposed by the NRA. The US Trustee noted that the CRO would report to Wayne and the Special Litigation Committee composed of Meadows, Cotton, and Lee. Thus, the CRO would not be independent and could not be independent without bylaw changes by the NRA.

As the blog NRA In Danger points out:

The US Trustee did a better job of reading NRA’s Bylaws than did NRA’s attorneys. He points out that the CRO might be an NRA officer and the Bylaws say only the members can create a new NRA officer,

“It is not clear whether the NRA’s bylaws permit the creation of a chief restructuring officer position. The NRA’s most recent Bylaws incorporate input from the NRA’s membership and confer limited authority to officers and committees. The NRA’s Bylaws state that certain “AMENDMENTS IN BOLD FACE ITALICS SHALL NOT BE REPEALED OR AMENDED BY THE BOARD OF DIRECTORS.” Instead, Article XV, Section 4, reserves authority to amend bylaws in bold and italics to the NRA’s membership. Article V, Section 1(b), describes the specific officer positions, and in bold italics, states “The Board may not abolish said offices nor create any other offices.” 

There is another hearing scheduled before Judge Hale this afternoon at 4pm CDT. It will be interesting to hear what comes out of that meeting.

You will note that I did not say that Stephen Gutowski is with the Free Beacon. He left them on Friday and is now out on his own with The Reload. I would urge you to check it out and subscribe if you think it worthwhile. I did and I’m looking forward to his continued reporting on all things gun-related.