As the NRA Annual Meetings and Exhibits approach rapidly, I wanted to give members an update on some of the Bylaw amendments that will likely be on the agenda for the Board of Directors at our meeting on Monday, April 20.
For background, there are two levels or categories in the NRA Bylaws. The first is the basic Bylaws, which can be amended by the Board of Directors with a simple majority vote, and the second is a more protected Bylaw, which can only be amended by a vote of the membership. Amendments proposed for this protected category would be included in the annual voting packet, along with the ballot for electing Directors each year. That’s a complex and expensive process, so it doesn’t happen very often, but amendments to the basic Bylaws can happen at any meeting of the Board, and traditionally have been made with little or no notice to the membership.
Since at least 1977, when the members staged a revolt at the Annual Meeting in Cincinnati, the NRA Bylaws have been a battleground for warring factions of the Board of Directors, with many provisions included to either advance the objectives of one faction or to stymie the objectives of another.
Some are in direct conflict with Roberts’ Rules or with recognized “best practices” for an organization such as ours, and the Bylaws and Resolutions Committee – which I serve on – is trying to sort them out and get our Bylaws back to something clean and efficient. There’s a long way to go on that road, but while we’re working on that broader objective, we’re also working to address things that allowed the problems of the recent past to get out of hand.
All of that said, there were a total of 12 Bylaw amendment proposals – and I stress the word “proposals”– sent out to the Board members in preparation for the Houston meetings. Some of those will almost certainly be pulled from consideration during the Bylaws and Resolutions Committee’s meeting on Thursday, before the Meeting of Members on Saturday, while others are likely to be modified in some way. Those that make it through the B&R Committee will be discussed to some degree at the Members’ Meeting, then will be considered by the Board at our regular meeting on the following Monday.
The Board held an informal “town hall” discussion of the 12 amendment proposals a few days ago, with the result of suggesting that several needed significant review and revision, and should be tabled until our September meeting. They also pointed out a few issues with others that will be addressed in the B&R Committee meeting on Thursday in Houston.
Here’s what we’ve got going into the Annual Meetings:
There are several “housekeeping” proposals, including one that would remove the “Order of Business” from Article IV of the Bylaws. There’s no reason for it to be there, as this is covered in Roberts’ Rules of Order, which govern our meetings. I’ll note that I’ve seen some confusion with people conflating “Order of Business” with the “Agenda.” The Order of Business is just that, the order that business is dealt with, while the Agenda includes the specific topics of business to be discussed.
Another proposal makes minor tweaks to the requirements for ILA to present a report. Currently, ILA reports are mandated for every meeting of the Board or Executive Committee, and there are times when these reports are simply not needed, especially if the Executive Committee is refocused on corporate business and begins meeting monthly, as is currently being discussed.
The third “housekeeping” measure would remove the improper presidential term limit language that names specific individuals and years that are exceptions to the term limits. This should never have been done the way it was and needs to be fixed. I’m proposing a couple of other minor tweaks to this language, but nothing that I think will be seen as objectionable.
The next proposal is to allow the Board to hold an election to fill a vacancy on the Audit Committee at any regular or emergency meeting of the Board. Electing the Audit Committee at the first meeting following the Annual Meeting is a new process that was recently added to the Bylaws, and the matter of filling vacancies was overlooked. If someone resigns or passes away, the Board should be able to fill the vacancy.
The final “houskeeping” proposal is a little more controversial, but I don’t understand why. It is to ensure that the Chief Compliance Officer has full access to all committee meetings, including meetings held in Executive Session. The CCO is tasked with ensuring compliance with all applicable laws, regulations, and our governing documents and policies. It doesn’t make sense to exclude him from a meeting unless there is some sort of direct conflict of interest.
Those are the simpler, less controversial proposals. Here are the more challenging ones.
A proposal to adjust the language of the Bylaws to remove obstacles that prevent any possibility of transitioning to an online voting process for Director elections and Bylaw amendments. This proposal doesn’t change the way voting is to be done. What it does is revise the Bylaws language so that it doesn’t foreclose the idea of online voting in the future, if a way can be found to do it that our members would trust and support.
While this is indeed a “first step” in the direction of online voting, it does not mandate or even entertain the idea of taking the necessary “subsequent steps.” Mail balloting, as we do it now, is extremely expensive and complicated.
There’s little doubt that the NRA will eventually need to move to some more direct, almost certainly electronic, process for member voting. This proposal primarily removes the word “mail” and related terms from the Bylaws, making them neutral on the “how” of our elections.
I support this proposal, but suspect the fear of change might kill it for now.
A proposal to allow committee chairs to appoint members to subcommittees who are not members of their committee, or the Board, as a way of better utilizing our members’ talents. The non-board member appointees would not receive any travel reimbursement for meetings (which are generally held online anyway).
I don’t support this one, as I see potential for cronyism and a lack of serious need. If a committee chair – or a subcommittee chair – thinks they need some additional expert participation, they are welcome to invite an expert to present at a meeting. I plan to oppose this proposal.
A proposal to authorize the Board of Directors to hold special and emergency meetings online, rather than only in-person.
There are numerous actions that require a vote of the full Board, which means that if we need to take one of those actions, we have to either wait until our next scheduled meeting, or we have to spend significant funds to bring all of the Directors in for what might amount to a single, unanimous vote. This proposal doesn’t do away with any of our regular, three times per year Board meetings. It actually specifically forbids holding those meetings online except in extreme circumstances, such as we experienced during the COVID-19 crisis.
As long as this criteria remains, I support this idea.
Finally, a proposal to restructure and to a degree re-task the Executive Committee to make it smaller and more business-focused, while keeping it under the control of the Board.
I strongly support this idea as it closely comports with my proposals for reducing the size of the Board, while ensuring strong oversight and member protections.
My biggest concern regarding a smaller Board has always been that a smaller group might go rogue, and members would have no way to rein them in. I’ve never advocated for a smaller Board on financial grounds, but rather on a question of functionality and efficiency. In today’s world, a large, 76-member Board of Directors that only meets three times per year is an anachronism and dangerous, as we learned through recent history.
Best practice for a large membership organization such as ours calls for an “active”, not “passive” Board, meaning the Board should be more closely involved in overseeing the business of the Association, rather than leaving the CEO to do whatever he wants. But it would be virtually impossible, and nerve-wracking for the staff, to try and be an “active” Board with 76 members.
The answer is to delegate. The whole idea of an Executive Committee came about in the days when the horse and carriage were the primary mode of travel, and a post rider delivered the mail – eventually. In those circumstances, a national organization would form an Executive Committee of people who lived close to the organization’s headquarters to handle important Board business that might come up when the Board wasn’t meeting.
The advent of electronic “virtual” meetings has made that model totally obsolete.
By passing the proposal above, authorizing online emergency Board meetings, the whole Board could be called together to handle important business in a matter of hours if necessary, so the Executive Committee is no longer needed. What is needed, however, is a small, highly skilled and qualified committee of the Board to be “active” in handling the business of the Association, but which remains under the oversight and control of the full Board.
This proposal would reorganize the Executive Committee as a Management Committee. It would be composed of the President, the two Vice Presidents, the chairs of the key business committees, a few additional, highly qualified members of the Board, and three non-voting, expert advisors. As currently envisioned, the Committee would have 9 voting members and the three non-voting advisors.
Under this provision, the EC would meet upon the call of the President, as frequently as once a month or more, to handle business and make sure the Association is on an even keel. All meetings of the EC would be require informing the full Board, and all Board members would be able – and encouraged – to sit in on any EC meeting. If at any time the EC appears to be going off the rails, a majority of the Board could call a special meeting of the Board, to be held electronically, to address the concerns, and the Board could reverse or amend any action of the EC at any regular or special Board meeting.
Under this proposal, I think the biggest problem will be ensuring that the new EC is actively providing support and guidance to the Executive Vice President and his staff, without trying to take over his job or micro-manage the Association. As the Association continues on its recovery path, the frequency of EC meetings would be cut back, and the EVP would be given more and more room to operate as he sees fit – within the Board’s guidelines.
I believe this proposal provides the smaller, more specialized Board that I and others have been talking about for years, while also providing robust checks and balances, and protecting the structure that supports the NRA’s many programs and initiatives.
I plan to offer the final language for this proposal to the membership at the Annual Meeting of Members in Houston for an advisory vote, and expect other Bylaw proposals will be discussed. Of course, I’d like to hear readers’ thoughts and suggestions below.
I hope to see you in Houston!
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About Jeff Knox:
Jeff Knox is a dedicated political activist and the director of The Firearms Coalition, following in the footsteps of his father, Neal Knox. In 2024, Jeff was elected to the NRA Board of Directors, underscoring his lifelong commitment to protecting the Second Amendment. The Knox family has played a pivotal role in the ongoing struggle for gun rights, a legacy documented in the book Neal Knox – The Gun Rights War, authored by Jeff’s brother, Chris Knox.
Founded by Neal Knox in 1984, The Firearms Coalition is a network of individual Second Amendment activists, clubs, and civil rights organizations. The Coalition supports grassroots efforts by providing education, analysis of current issues, and a historical perspective on the gun rights movement. For more information, visit www.FirearmsCoalition.org.
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