Rocky Marshall

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Intervention By Rocky Marshall Denied

February 16, 2022 by 1 Comment

Former NRA Director Rocky Marshall had filed a motion to intervene in the NRA dissolution case. His motion was filed in September 2021. He was still a director when he filed the motion to intervene. New York Not-for-Profit Corporation Law § 720 b (1) gave him the statutory right to intervene.

Today a hearing was held on this motion in New York County Supreme Court. Unfortunately, Judge Joel Cohen denied Mr. Marshall’s intervention motion. I did not have an opportunity to listen to the hearing.

However, Stephen Gutowski of The Reload did cover the hearing and posted a series of tweets about it.

He wrote:

The hearing over former board member Rocky Marshall’s attempt to intervene in the New York suit against the NRA is happening. Marshall and others are trying to intervene as a way of providing an alternative representation of members. 

The judge seems skeptical of letting Marshall intervene without evidence he was illegitimately pushed off the NRA board. 

Marshall’s lawyers are noting they have different claims against the NRA than what New York has brought. They note that a big one is potentially trying to recover legal fees that the interveners believe are excessive. 

The judge says that sort of claim isn’t at issue in the New York suit and wouldn’t be decided there. So, an intervention isn’t necessary. Marshall’s lawyers counter that the NRA could be dissolved in this suit and they wouldn’t be able to make any claims at that point. 

The interveners argue NRA leadership, such as CEO Wayne LaPierre, has acted against the interests of NRA membership. They argue leadership has harmed the organization and they should be able to intervene on behalf of NRA members. 

The NRA’s lawyers are arguing, basically, what the judge had argued earlier. They say Marshall doesn’t have standing to intervene since he isn’t a director anymore. 

The NRA is arguing that because Rocky Marshall ran for NRA president during last year’s board meeting he has a conflict of interest in trying to invene (sic) in the case. 

The NRA is also arguing Marshall filed his intervention too late. The New York AG’s office also don’t want Marshall to intervene. They also argue he has no standing. 

The judge has denied former board member Marshall’s motion to intervene in New York’s case against the NRA. 

The judge says he does value the input of NRA members who don’t agree with how NRA leadership has run the organization, though. 

Judge says Marshall lacks standing because he is no longer an NRA board member. 

It will be interesting to see whether the judge has to decide this same intervention question for a third time if Frank Tait, who is another one of the interveners, is able to get on the NRA board. 

Well, crap! I thought Mr. Marshall had a chance to become an intervenor. As things stand now – and I hate to say it – the closest thing we as members have to someone representing our interests in the case is the NY Attorney General’s Office. That sucks.

Frank Tait noted in a post today:

Rocky’s attorneys made the point that the NRA is being bled dry and that this helps achieve the NY AG’s intent of dissolving the NRA.

That correlates with reporting in The Reload that analyzed the NRA’s finances and found that 20% of the budget is now going for legal expenses. Moreover, Wayne’s attorney Phillip Correll has billed the NRA approximately $175,000 in legal fees as of this past August.

One last thing that came out in the hearing today is that Susan LaPierre is also being represented by Phillip Correll. That leads to the obvious question is who is paying him to represent her – the NRA or the LaPierres?

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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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An Insider’s View of the NRA Board of Directors

September 30, 2021 by 1 Comment

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!

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Marshall Moves To Intervene In NRA Dissolution

September 25, 2021 by 1 Comment

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.

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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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My NRA Board Election Ballot

June 10, 2021 by 10 Comments

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.

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NRA Ballots Are Arriving

June 8, 2021 by 2 Comments

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.