The Drones Keep Listening To Big Brother

Image from Apple “1984” ad

I have to wonder who votes in the election for the NRA Board of Directors. You have a few good candidates and you have a lot of hacks. You have mostly Friends of Wayne and the rare candidate who wants to do something worthwhile. Invariably, it is the hacks who are the Friends of Wayne who get elected.

Many of us thought this year might – and I emphasize might – see some change in this.

We were wrong.

Frank Tait got this message today from John Frazer who is the NRA Secretary and a named defendant in the NYAG lawsuit:

“Based on the draft report from Rogers & Company, you have not been elected to the NRA Board of Directors. In accordance with Article VIII, Sec, 4 of the NRA Bylaws, your name will be automatically placed on the ballot for one Director for a one-year term to be voted on by those members present and eligible to vote on the occasion of the Annual Meeting of Members.”

You have to wonder if Wayne and his cabal will be so bold this year as to again push their preferred candidate for 76th Director using so-called volunteers who have their expenses paid. In their arrogance, I would not be surprised to see them deployed.

I do think the postal issue had some impact even if this is routinely denied by the NRA. Until we see the actual vote numbers, it will be impossible to determine.

In the meantime, I feel it is as if too many voters are like those drones in the Apple 1984 commercial listening to Big Brother. Just substitute Wayne’s bespectacled face for that of Big Brother and you have the results we have been seeing for years.

From the Apple 1984 commercial

I do have one question to those of you in California. Have you seen or heard of “ballot harvesting” by the NRA Member Councils in California?

Allen West Agrees To Challenge Wayne

Lt. Col. Allen West (USA-Retired) has agreed to challenge Wayne LaPierre for election as the Executive VP and CEO of the NRA.

Now do I think he will be successful?

No.

The reason is that too many members of the Board of Directors mistakenly believe their loyalty should be to Wayne and not to the NRA. They have long ago forgotten their fiduciary duty – if they ever learned it to begin with. I have read the attacks by David Keene and Marion Hammer on the idea of West being the next EVP and it is obvious that they think their loyalty should be to Wayne. More on that in a separate post.

As Rocky Marshall notes in the press release embedded below, the leadership of the NRA will be changed. The only question is whether it will be in Houston by the board or will it be in New York by the judge. When I say leadership I mean more than Wayne. Both Charles Cotton and David Coy, due to their chairing the Audit and Finance Committees respectively, are in too deep for the courts to allow them to remain in office. As to Willes Lee then moving up to be President of the NRA, I feel the same about that as I would about Kamala Harris moving up to be the President of the US.

Below is the press release sent out today announcing that West had agreed to challenge Wayne.

Allen-West-NRA-accept-05.09.22-press-release

Draft Allen West For NRA EVP

I received a press release today seeking to draft former Congressman Allen West (R-FL) to stand against Wayne LaPierre in the election for Executive VP and CEO. Lt. Col. West is a former member of the NRA Board of Directors. He resigned in 2019 after refusing to hew the party line that all was well within the NRA. West now resides in Texas, has served as Chairman of the Texas GOP, and just placed second to Greg Abbott in the Texas GOP gubernatorial primary.

The effort to draft West is led by current NRA board member Judge Phil Journey, former board members Rocky Marshall and Bill Daley, and current board candidate Frank Tait (among others).

I have embedded their press release below:

Draft-West-NRA-press-release

Two Openings On NRA Board

There are suddenly two openings on the NRA Board of Directors. The first one was due to death of John Cushman on February 15th in New York. He was 76 years old. John was the president and found of New York-based Sportman’s Association for Firearms Education.

The second opening was due to the resignation today by Todd Rathner of Arizona. He had been on the board for 23 years. As the email below from NRA Secretary John Frazer states Todd is leaving for a position with another Second Amendment organization.

From: John Frazer <John.Frazer@nrahq.org>
Date: Thursday, February 17, 2022 at 5:34 PM
To: John Frazer <John.Frazer@nrahq.org>
Subject: Todd Rathner resignation

Dear Board and Executive Council members:

This note is to inform you that Todd Rathner has resigned from the Board to pursue opportunities with another Second Amendment organization.  Please join me in thanking Todd for his service to the NRA, and in wishing him well in his new endeavors.

Sincerely,

John Frazer

Secretary and General Counsel

Todd posted this letter announcing his resignation on Facebook a few hours ago.

Dear Friends and Supporters,

I wanted to let you know that after almost 23 years I have resigned from the National Rifle Association’s Board of Directors.

America needs, and deserves a strong National Rifle Association, and I wish the NRA nothing but great things in the future.

My personal commitment to the Second Amendment has never been stronger, and I will continue my work to defend it as long as I live. I am still in the fight, I am still working EVERY SINGLE DAY to fight against those who would leave us defenseless. My advocacy will continue.

Thank you again for your years of support and encouragement, I am fully at peace with this decision.

Sincerely,

Todd J. Rathner

Since they didn’t fill the 76th Director spot, this means that there are effectively three openings. It also means that in the current election that 27 seats will be elected plus the 76th Director.

I have not heard if there are any plans to fill the spots in the interim.

“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.