Proposed Change to NRA Bylaws Raises Concerns about Member Rights and Law

“I think grassroots NRA Members ought to know what’s being proposed for adoption at the next NRA BoD meeting in Reston, VA at the Reston Sheraton from January 8-10,” Director Dennis Fusaro declares in a Tuesday email to NRA members. “Until the NRA leaves NY State jurisdiction its laws affect your rights and privileges. You are not “just donors” to the NRA. This proposed bylaw change below raises many questions about your rights and privileges as an NRA Member.”

The change being proposed?

Resolved, that Article III, Section 14 be added to state: “Any member who seeks adjudication of any claim or cause of action against the Association for any reason, including, any claim or cause of action related to member discipline, member suspension, member expulsion or any other claim of cause of action at law or equity agrees to bring that action exclusively through binding arbitration in any county that is part of the federal United States District Court for the Eastern District of Virginia before a single arbitrator according to the rules of the American Arbitration Association.”

“Fiduciary-duty and governance claims are vulnerable to challenge when alleged malfeasance involves breach of fiduciary duty, self-dealing,  waste of charitable assets,    failure of oversight, [and]  ultra vires conduct (acting beyond authority),” Fusaro warns. “Courts are skeptical that these are merely ‘contractual disputes.’

“Fiduciary duties arise from law, not contract. Nonprofit officers and directors owe duties to the organization and the public, not just members,” he elaborates, adding “Members often lack equal bargaining power or meaningful consent.”

That appears to be the case here. How can members consent if they don’t even know a change is on the table, and if they don’t find out about it until it’s a done deal? A point raised before by this correspondent is that NRA directors and staff need to be held to fidelity to Bylaws by members just as they hold political representatives responsible for fidelity to the Constitution. That document was not ratified without plenty of public discussion, notably via the Federalist Papers and Anti-Federalist papers, and it has a clearly defined amendment process that ensures the people are informed and have a voice.

Members who joined under a set of assumptions may not appreciate that the deal can be altered without their knowledge or consent. The amendment process, as established in the Bylaws (Article XV beginning on page 46) appears to grant the board power to impose change without prior discussion, with the exception being for “Section 3. Amendments by Mail by the Membership” which says, “statements in support and opposition shall be published in the issue of the ‘Official Journal’ of the Association containing the ballot to elect Directors. Ballots for voting on changes in the Bylaws to be made pursuant to this section shall be mailed in accordance with the procedures established [in the ballot rules section of the Bylaws].”

Of relevance is Section 4. Authority to Amend or Repeal:

Any Bylaw adopted by the Board may be amended or repealed either by the Board, or by the members by mail pursuant to Section 2of this Article. Any Bylaw adopted by the members may be amended or repealed by the Board, unless it is adopted in bold face italics, in which case it may be amended or repealed only by the members, by mail, and not by the Board.

The point of this article is not to take sides on a proposed amendment to require arbitration for disputes—there is no doubt motivation to justify protecting the financial resources and legal interests of the Association that merit discussion and rebuttal. It’s not hard to see where enemies could join and make things difficult and expensive without it through frivolous actions.

The point is, why not include members who will be directly affected in that discussion, especially since the focus of “NRA 2.0” is represented as being about transparency and renewed commitments to integrity? Disregarding that threatens a relapse into the arrogance and corruption that almost led to complete downfall, caused so much mistrust and abandonment by fed-up members, and produced a need for “reform” candidates in the first place.

There is something members can do now, and Fusaro tells how in his email.

“NRA members in good standing can attend and observe all the open committee meetings and BoD general sessions,” he reveals, “Only executive sessions are closed to you.”

That’s a heck of a financial and time commitment and one most members probably aren’t prepared to make. Perhaps a Bylaw change is in order, to require the open meetings to be streamed for members with agendas shared in advance.

This is not an NRA hit piece. I’ve been a Life Member for over three decades and have only wished to see it thrive, but in the right way. Openness with and inclusion of members, and with no more surprises, is key to that.

About David Codrea:

David Codrea is the winner of multiple journalist awards for investigating/defending the RKBA and a long-time gun owner rights advocate who defiantly challenges the folly of citizen disarmament. He blogs at “The War on Guns: Notes from the Resistance,” is a regularly featured contributor to Firearms News, and posts on Twitter: @dcodrea and Facebook.