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.

My NRA Board Election Ballot

In normal times, I might have supported a few more on this ballot. However, these are not normal times when it comes to the National Rifle Association. It is being sued for dissolution by the Attorney General of New York, it has wasted millions of dollars on needless litigation, it is has a mostly complacent board who has no concept of their fiduciary duties, it has a CEO who looks at the organization as his personal piggybank, and the list goes on. Its most egregious sin in my opinion is that the grifters have lost sight of who they serve. The consequence of that is to put my civil rights and yours at risk which is unforgiveable.

As you can see from my ballot, I voted for only one person nominated by the Nominations Committee – Owen Buz Mills. I also wrote in the names of Frank Tait and Rocky Marshall. All three of these men have run companies, have served the Second Amendment, and have put the members first.

My ballot arrived in my American Rifleman today. It must be received by the auditing firm by August 15th.

If you want to see the NRA change and improve, then vote for change and improvement. If not, there is not much I can say.

And yes, that is a Charlton Heston forever stamp that I used.

UPDATE: I just noticed that I misspelled Boerne, Texas. I put a “U” where it should have been an “E”. I hope my misspelling doesn’t cause it to be tossed.

NRA Ballots Are Arriving

I heard today that the ballots for the 2021 NRA Board of Directors’ election have started to arrive. It will come in the official journals of the NRA which include American Rifleman, American Hunter, America’s First Freedom, and Shooting Illustrated. If you are a either a Life Member of any category or a five-year continuous member, you are eligible to vote and should be receiving a ballot.

As I wrote back in November 2020, there are no petition candidates on the ballot. That means everyone on the ballot was selected by the Nominations Committee which is dominated by “friends of Wayne”. Of the people nominated, only Owen “Buz” Mills is worthy of your support. He had the fortitude to stand up for the members during the NRA bankruptcy proceedings. Everyone else on that list of nominees thought it more important to stay in Wayne’s good graces and not offend the powers behind the throne.

There are also two write-in candidates running for the board. It should be noted that no one has even been elected directly as a write-in candidate. Charlton Heston, as I understand it, was elected as the 76th Director because he did appear on a few ballots as a write-in.

The two write-in candidates are Frank Tait and Rocky Marshall. As Frank Tait notes, it is essential that their names be listed exactly as shown below or they will be disqualified. Rocky Marshall stood up when it was time to be counted and deserves to stay on the board.

I am a strong believer in bullet voting and these three are the only three I would encourage you to give your vote. Voting for 25 candidates dilutes your vote. You are giving equal weight to both your number one preferred candidate and your 25th preferred candidate.

There is one person on the ballot who should not get your vote. That is Carolyn Meadows. She has served as an enabler to both Wayne LaPierre and William Brewer and that is unforgiveable. As part of the Special Litigation Committee, she helped pave the way for the NRA to waste another $10 million on their abortive attempt at getting out of New York by way of bankruptcy. If only half of that money had been used in the Georgia US Senate run-off elections, perhaps there would not be a Senator Warnock (D-GA) nor a Senator Ossoff (D-GA). This would have been the bulwark needed to stop Joe Biden and his cronies plans to eviscerate the Second Amendment and our God-given rights to self-defense.

I will be voting for Buz Mills directly and for Frank Tait and Rocky Marshall by write-in. No one else will be getting my vote.