The NRA Foundation cut the NRA out of their governance process. While trying to dismiss the NRA’s lawsuit, did they purposefully not provide a set of bylaws in their filing?
As we’ve previously reported, the NRA Foundation did change their bylaws to cut the NRA Board of Directors out of any say in governance of the Foundation. In NRA v. NRA Foundation, the NRA alleges that the Foundation illegally changed those bylaws. A filing that the Foundation made seeking to dismiss the suit provided bylaws from 1990 and 2024. That filing proved there was a change at one point. However, what about the bylaws from 2014 that the Foundation did not include in their exhibits?
Through their complaint and amended complaint, the NRA alleges that the NRA Foundation has been withholding the distribution of funds, illegally changed their bylaws to remove the NRA BOD from the trustee selection process, are in trademark violation, and other complaints. The NRA Foundation says they’re not guilty of any wrongdoing and sought to have the case dismissed — that dismissal request was denied.
To get a clearer picture, the bylaws from 2014 and 2024 need to be compared. An evidentiary submission by the Foundation in District of Columbia v. NRA Foundation et.al. included several documents. In “Exhibit 4” of the evidentiary submission is where the 2014 bylaws can be found.
What were the substantial changes from 2014 to 2024? The 2014 version of the bylaws added several provisions that the 1990 version did not have — some of those were stripped and some persisted in the 2024 version.
These are simplified highlights of substantial bylaw changes and revisions concerning the trustees. Not every provision and change have been highlighted. For those who are interested in a side-by-side comparison, the bylaws can all be viewed at the following links: 1990, 2014, and 2024.
In 1990, trustee spots were tiered; two trustees would serve one-year terms, two trustees would serve two-year terms, and two trustees would serve three-year terms.
In 2014, all trustees were elected to three-year terms.
This provision did not change from 2014 to 2024.
In 1990, the executive vice president of the NRA was a trustee of the Foundation.
In 2014, the president of the NRA was also added to the list of trustees of the Foundation. It was also stipulated that the president and executive vice president of the NRA were considered to have “full powers” as trustees.
In the 2024 changes, the president of the NRA was stripped of their right to vote on the Board of Trustees. The executive vice president of the NRA was no longer considered a member of the Board of Trustees.
In 1990, there were to be no fewer than seven trustees and no more than nine.
In 2014, there were to be no fewer than seven trustees and no more than 14.
In the 2024 changes, the maximum number of trustees got expanded to no more than 15.
Since 1990, it was required that a majority of the members of the Board of Trustees were also directors of the NRA proper.
In 2024, the requirement that the majority of the members of the Board of Trustees also be directors of the NRA was stripped.
In previous coverage, some of this was lost. These changes in 2024 removed any level of oversight and/or voice of the NRA proper in how the Foundation operated. When originally chartered, it seems the intent of how things were structured was to give the rank-and-file NRA member/donor a voice in the Foundation — not the directors, but the members who they serve.
These bylaw changes removed the republic-like representation that members had on the Foundation board. Since these changes were never made public, what’s that say to the donor who thought their money would be looked after at the Foundation by mostly NRA directors? (At least one donor did ask the Foundation about bylaw changes and who serves as trustees on the Foundation board prior to this lawsuit was filed and that donor/NRA member was ignored.)
It’s not only the NRA Board of Directors who were removed from the governance process. Arguably, the members who are the life blood of the NRA itself had their voices silenced by these moves they did not ask for or agree to.
Why the NRA Foundation did not provide the 2014 bylaws with their exhibits when they filed for their motion to dismiss in NRA v. NRA Foundation is not known. All the other governance documents were included as exhibits. Is there something that the Foundation was trying to obscure in the multitude of changes they made to the bylaws, or was it just an unintentional mistake to not submit the 2014 bylaws in their recent motion to dismiss?
Foundation officials and representatives did not respond to a request for comment on why the 2014 bylaws were not included in their exhibits.
After looking at the amended complaint that the NRA filed, it now makes sense why NRA President Bill Bachenberg became a named plaintiff. The NRA president was added as a trustee in the 2014 version of the bylaws, but that position was taken away in the 2024 version. In the 2024 version, the executive vice president was removed from the board and the NRA president was stripped of voting rights on the Board of Trustees of the Foundation.
Were these bylaw changes clandestine and illegal as the NRA proper alleges? Why did the NRA Foundation not include the 2014 bylaws when they submitted all their other governance documents? The Foundation remains silent on all these matters, up to and including whether or not they’re responsible for a “reputation repair” website. Who benefits from these changes? This is a developing story and updates will be provided as they come.
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