NATIONAL RIFLE ASSOCIATION OF AMERICAINSTITUTE FOB LEGISLATIVE ACTION .'.-̂16OO RHODE ISLAND AVENUE. N.W. co : ̂

WASHINGTON. D.C. 20036 g "-< -I

November 23, 1993 UD "'2* 33 . .

Lawrence M. Noble ^? . liGeneral Counsel u ;.̂Federal Election Commission "5999 E Street, N.W. 1/xO lOfcQ * -7 *JWashington, D.C. 20463 /VjlX • / /^ ^" '

Re: Request for Advisory Opinion

Dear Mr. Noble:

The National Rifle Association ("NRA") seeks an an advisoryopinion from the Commission concerning the amended "membershiporganization" regulations codified at 11 C.F.R. 100.8(b)(4)(iv),114.l(e), and 114.7 (k) , as published November 10, 1993 at 58 FR45770.

On October 23, 1984, the Commission determined in MUR 1765that the NRA's solicitation of its members for contributions to theNRA Political Victory Fund ("NRA/PVF"), a separate segregated fundunder 2 U.S.C §441b(b) (2) (C) , did not violate the Federal ElectionCampaign Act. Pursuant to the Commission's decision in MUR 1765,the NRA has undertaken solicitations of its members forcontributions to NRA/PVF. Further, the NRA intends to undertakefuture solicitation of its members for contributions to NRA/PVF.

As the regulations published on November 10, 1993 interpretthe term "membership organization" under 2 U.S.C. §441b(b)(4)(C),please advise whether the conclusion reached by the Commission inMUR 1765 remains the Commission's present view.

Sincerely yours,

Richard E. GardinerLegislative Counsel

COMMISSIONMAI!. R

NATIONAL RIFLE ASSOCIATION OF AMERICA DEC 9 | 19 f(jINSTITUTE FOR LEGISLATIVE ACTION1600 RHODE ISLAND AVENUE. N.W.

WASHINGTON. D.C. 20036

December 6, 1993

UD ,5N. Bradley Litchfield S r^Associate General Counsel rn ~Federal Election Commission , -999 "E" Street, N.W. ^cWashington, DC 20463 -o -;

ZC -jcc J

RB: MLTR 1765 CJ ?£— — ̂^— — — -^ «i» .tf

Dear Mr. Litchfield: x

Pursuant to our telephone conversation of December 3, 1993, Iwrite to respond to your request for more information on the NRA' scurrent Bylaws.

Our Bylaws pertinent to MUR 1765 appeared as Exhibit 2 to theAugust 22, 1984 letter of Charles Orasin, which is of record inthat proceeding. You have asked if there are any material changesto NRA's Bylaws since the final disposition of MUR 1765.

In MUR 1765, the General Counsel's Report relied on severalprovisions of the NRA Bylaws in concluding that the NRA was amembership organization under 2 U.S.C. 441 (b) (4) (C) . The Reportnoted that under Article III, Section 2, each class of membershipis dues paying. That Section has not changed.

Further, the Report noted that all NRA members have the rightto attend all meetings of the Board of Directors, ExecutiveCommittee, and standing and special committees of the Associationunder Section 6 (d) of Article III. That Section has not changed.Article III, Section 6(f) -- which the Report noted grants allmembers the right to circulate and submit petitions for nominatingdirectors -- has not changed as well. The NRA's annual meetingprovision (Article III, Section 8 (a) ) has also not changed.

All NRA members are still issued evidence of membership(Article III, Section 5 (a) ) and receive a subscription to theOfficial Journal under Article III, Section 6(c). Members stillhave the opportunity to compete in matches under Article III,Section 6 (a) and request and receive advice under Article III,Section 6 (b) .

Under Article IV, Section 2, the NRA's Board of Directorsformulates the policies and has "general charge of the affairs andproperty" of the Association. That provision has not changed.

Letter to N. Bradley LitchfieldPage 2December 6, 1993

The only pertinent provisions of the Bylaws which have beenamended since MUR 1765 are Section 2 of Article IV, which has beenamended to provide for election by the Board of Directors of theExecutive Vice President, and the provision in the prior version ofArt. IV, Section 2 relating to vacancies in the NominatingCommittee, which has been deleted. Neither of these amendments ismaterial to the conclusion reached by the Commission in MUR 1765.

I hope this information addresses your question.

Sincerely yours.

Richard E. GardinerLegislative Counsel

REG/rsr

MG3IQ016

16OO Rhods Island Ave. N.W.Washington, D.C. 2OO36

The NATIONAL RIFLE

ASSOCIATION

OF AMERICA

A NEW YORK STATE MEMBERSHIPCORPORATION CHARTERED IN 1871

TABLE OF CONTENTS

Th6 ARTICLE I, NAME. 1

ARTICLE 11, PURPOSES AND OBJECTIVES .. iDif |p i ARTICLE m, MEMBERSHIP 2m IIC . Section 1. Eligibility 2A CCnr latino Section 2. Dues and Contributions 2ttdDUUaUUII Section 3. Individual Members 2fit ' Section 4. Organization Members 4"' Section 5. Admission to Membership 5A rnoriro Section 6. Rights and Privileges of Members 5Ml IICI IUJ Section 7. Members Holding Office 7

Section 8. Meetings of Members (Quorum) 7The National Rifle Association, chartered in Section 9. Duties of Members 7

1871. is not only the oldest sportsmen's organi- | Section 10. Voluntary Terminationzation in America, but also is an educational, rec- ' of Membership 8reational and public service organization dedi- Section 11 Involuntarv Terminationcated to the right of the individual citizen to own A of MJmiJISSn c™11""1011

and use firearms for recreation and defense. * cJ?!«.!7! r™^i«~™"u^™* itThe NRA is a nonprofit corporation supported W S"*1011 12' Committce on Hearings 11

by membership dues and contributions from ARTICLE IV, BOARD OF DIRECTORS Ifpublic spirited members and clubs. It is not Section 1 Comnosition 11

ffSreSS^, ^ir™£>»*™Z=== %- ~**Sm si sssssrs —"The NRA cooperates with all branches of the Advancement of Expenses of Directors 14

United States Armed Forces, federal agencieiL,̂ ^ __ „ ^ w^ „„state and local governments interested in teach?^P| ARTICLE Vt OFFICERS 14ing small arms marksmanship and firearm safety Section 1. Number and Election 14to the maximum number of Americans. Section 2. Duties of Officers is

During World War II. NRA members taught Section 3. Suspension and Removal 18over one million seven hundred thousand Amer- Section 4 Vacancies 18icans the correct use of small arms in pre- Section 5 Comnensatioii 10induction training courses. SS^« iSST o

Past presidents of the Association include: U.S. Sectlon 6'Bonds 19

PreskJenfUlysses S. Grant and General Philip H. ARTICLE VI, EXECUTIVE COMMITTEE 19Sheridan. Among the many notables who have Section 1. Membership 19boon members of the National Rifle Association c-^*:«« •> nn»:»<. «* <h. cv'̂ 'i.tr.'.L'rv!̂ '.̂ :'/*'.. 10are eight Presidents of the United States, two Vice Section *• S • *e.? ^ e.^oiyaMet. •- 1?Presidents of the United States, two Chief Justices S**!0113- Vacancies in the Executive Committee 20of the U.S. Supreme Court and numerous U.S. Section 4. Meetings of the Executive CommitteeCongressmen, as well as legislators and officials (Quorum) 20of the several state governments. , ARTICL£ ^ EXECUT,VE COUNCIL 2,

[This supersedes me printed copy of the Bylaws . ARTICLE VIII, NOMINATION ANDas amended April 27.1892.] ELECTION PROCEDURES 21

Section 1. Nominating Committee 21Section 2. Nomination and Election

% of Directors 23NOTE: AMENDMENTS IN BOLD FACE 4 Section 3. Nomination of Directors by Petition .. 27ITALICS SHALL NOT BE REPEALED OR • ARTICLE IX. REMOVAL OF ASSOCIATIONAMENDED BY THE BOARD OF DIREC- ™ OFFICIALS BY RECALL »TORS. Section 1. Petition for Removal by Recall 29

:.. Section! Procedure 29Section 3. Filling of Vacancies Created by

Removal of an Office-Holder by Membership 31

4

4

i

ARTICLE X, NATIONAL RIFLEASSOCIATION INSTITUTE FORLEGISLATIVE ACTION 32

Section 1. Name and Function 32Section 2. Officers 32Section 3. Planning 32Section 4. Reports 33Section 5. Directives 33Section 6. Prohibition of Political Contributions.. 33

ARTICLE XI, STANDING AND SPECIALCOMMITTEES OF THE ASSOCIATION 34

Section I. Standing Committees 34Section 2. Special Committees 34Section 3. Committee Members Appointed

by President 34Section 4. Responsibilities of Committees 35Section 5. Limitations on Powers of Committees 35Section 6. Committee Organizations; Meetings.... 35

ARTICLE XII, PROHIBITION OF PROXYVOTING 36

ARTICLE XIII, CORPORATE SEAL 36

ARTICLE XIV, ORDER OF BUSINESS 36Section 1. Order of Business 36Section 2. Parliamentary Authority and

ParliamentarianSection 3. Taking of Votes at Annual

Meeting of Members 37*•»'

ARTICLE XV, AMENDMENTS 37Section 1. Amendments by the Board of

Directors 37Section 2. Amendments at a Meeting

by the Membership 38Section 3. Germane Amendments 39Section 4. Amendments by Mail by the

Membership 39Section 5. Authority to Amend or Repeal 40

ARTICLE XVI, MAINTENANCE OF U.S.O.C.RECOGNITION AS NATIONALGOVERNING BODY 41

Bylaws

ARTICLE IName

The name of this organization Isthe Na-tional Rifle Association of America.

ARTICLE IIPurposes And ObjectivesThe purposes and objective* of the Na-tional Rifle Association of America are:

1. To protect and defend the Constitu-tion of the United States, especially withreference to the inalienable right of the In-dividual American citizen guaranteed bysuch Constitution to acquire, possess,transport, carry, transfer ownership ot,and enjoy the right to use arms, In orderthat the people may always be In a position-to exercise their legitimate Individualrights of self-preservation and defense offamily, person, and property, as well as toserve effectively In the appropriate militiator the common defense of the Republicand the individual liberty of Its citizens;

2. To promote public safety, law andorder, and the national defense;

3. To train members of law enforcementagencies, the armed forces, the militia, andpeople ot good repute In marksmanshipand in the safe handling and efficient useof small arms;

4. To foster and promote the shootingsports, Including the advancement of ama-teur competitions In marksmanship at thelocal, state, regional, national, and Interna-tional levels;

5. To promote hunter safety, and to pro-mote and defend hunting as a shootingsport and as a viable and necessarymethod of fostering the propagation,growth, conservation, and wise use of ourrenewable wildlife resources.

The Association may take all actionsnecessary and proper In the furtherance ofthese purposes and objectives.

Article HI. Sec. 1

ARTICLE IIIMembershipSection 1. Eligibility.

(a) Any citizen of the United States who isand while he remains of good repute, who sub-scribes to the objectives and purposes of theAssociation, or any organization as hereinafterdescribed, shall be eligible to be a member ofthe Association; provided that citizens of for-eign nations and organizations composed inwhole or in major part of citizens of foreignnations may be admitted to membership asprovided in Sections 3 and 4 of this Article.

(b) No individual who is a member of, andno organization composed in whole or in partof individuals who are members of, any orga-nization or group having as its purpose or oneof its purposes the overthrow by force and vio-lence of the Government of the United Statesor any of its political subdivisions shall beeligible for membership.Section 2. Dues and Contributions.

The dues or minimum contributions of eachclass of membership shall be fixed by theBoard of Directors. Except for those personswho are lifetime members elected prior toJuly 1, 1979, all members of all classes withaddresses not within the domestic United Statesmay be required to pay the additional postagecosts necessary for Association mailings to theirstated addresses. The imposition of such re-quirement and the amount of such costs shall bedetermined administratively from time to time.

Section 3. Individual Members.(a) Individual Members. Individual members

shall be Benefactor, Patron, Endowment, Life,Annual, and such other members as are desig-nated in this section.

(b) Honorary Life Member. A person maybe nominated for Honorary Life membershipby the Executive Council and be elected to suchmembership by the Board of Directors in recog-nition of outstanding service to the Associationon a national scale in any one or more of theprimary fields of endeavor of the National Rifle

Article III. Sec. 3

Association of America. Not more than threeindividuals shall be elected as Honorary LifeMembers in any one calendar year. HonoraryLife Members shall enjoy all the rights andprivileges of Life Members.

(c) Lifetime Members. Benefactor, Patron,Endowment, Life and Honorary Life Membersare lifetime members.

Except as provided in subsection (0 of thisSection and in Section 10 of this Article, thetenure of membership of members of all otherclasses shall continue on an annual basis so longas their current dues are paid.

(d) Associate Member. A person who is aspouse of any member of the Association maybecome an Associate Member on an annual basisupon payment of such dues as may be determinedby the Board of Directors.

(e) Junior Member. A person 20 years of age.or under, who pays such dues as may be deter-mined by the Board of Directors, may becomea junior member. Such status shall continuethrough the end of the calendar year in whichhis or her 20th birthday occurs.

(f) Non-Citizen Member. A citizen of a na-tion other than the United States, whether resi-dent within or without the United States, whois interested in the pursuit of the purposes andobjectives of the Association may become amember of the Association in any of the cate-gories listed in this Section, subject to the limita-tions of Section 6(e) of this Article, upon thefulfillment of any condition for membershipwithin said category. Non-citizen membershipsshall be subject to termination or suspension byvote of the Board of Directors, or the ExecutiveCommittee, if the Board is not in session, when-ever, by proclamation of the President of theUnited States, or by action of the Congress, thenation of which any such member is a citizen isin a state of war or active military hostilitieswith the United States, and good cause exists forsuch termination or suspension.

(g) Upgrading Class of Membership. An in-dividual member of one class may become a

•

Article III, Sec. 3

member of a different class, if qualified therefor,by contributing the minimum dues or contribu-tion specified by the Board of Directors for theclass of membership desired, less the contribu-tion specified for his current membership.

Section 4. Affiliated or Participating Organizations.(a) Affiliated Organizations.

(1) State Association. An organization in asingle state or territory that promotes and supportsthe purposes and objectives, policies and programsof the National Rifle Association. Membership shallbe composed primarily of individuals, clubs andother organizations of that state or territory. Af-filiation as the official State Association shall be byapproval of the Board of Directors of the NationalRifle Association, and not more than one organiza-tion may be so affiliated to represent any state orterritory.

(2) Approved Organization. An organizationother than a local club, composed primarily ofindividuals and/or clubs from a single state or terri-lory, formed to promote one or more of the pur-poses and objectives of the National Rifle Asso-elation in the state or territory for which it isorganized. Affiliation shall be in accordance withadministrative requirements and procedures ap-proved by the Executive Vice President.

An organization whose purposes and/or pro-grams conflict with those of an existing affiliate ina state or territory shall not be affiliated.

(3) Club. A local organization composed ofnot less than five citizens of the United States,whose purposes are consistent with those of the Na-tional Rifle Association. Affiliation shall be in ac-cordance with administrative requirements and pro-cedures approved by the Executive Vice President.

(b) Non-Citizen Organizations.An organization of five or more members,

wherever located, composed in whole or in majorpart of citizens of countries other than the UnitedStates, the purposes of which are consistent withthose of the National Rifle Association. Enrollmentshall be in accordance with administrative re-quirements and procedures approved by the Execu-tive Vice President. Such organization membership

Article III, Sec. 4shall be subject to termination or suspension in thesame manner as provided in Section 3(0 of thisarticle.

(c) Participation By Other Organizations.A nonprofit organization, including a national,

regional, or state membership organization, educationalinstitution, summer camp, or law enforcement organi-zation, the purposes of which are not inconsistent withthose of the National Rifle Association, may affiliatewith the NRA or participate in programs of the NRA,in accordance with administrative requirements andprocedures approved by the Executive Vice President.

A commercial organization or enterprise, includinga private security agency, the purposes of which are notinconsistent with those of the National Rifle Associa-tion, may participate in specific programs of die NRA,in accordance with administrative requirements andprocedures approved by the Executive Vice President

Section 5. Admission to Membership.(a) An appropriate card, certificate or in-"

signia shall be issued to each member as evi-dence of membership.

(b) Any applicant for any class of member-ship or affiliation may be refused admission oraffiliation by the Board of Directors for anyreason deemed by it to be sufficient.Section 6. Rights and Privileges of Mendwn.

(a) All members who comply with the reg-ulations and meet the conditions specified forany particular match shall have the privilege ofcompeting in such match whether conducted bythe Association or its affiliated organizationsand of qualifying for such awards as may beestablished by the Association.

(b) All members shall have the privilege ofrequesting and receiving from the Associationsuch advice and assistance as may be currentlyavailable concerning small arms, ammunitionand accessories, range construction, and organi-zation and management of clubs and competi-tions. A reasonable charge may be made bythe Association for such "assistance.

(c) Except as provided in this subsection, aUindividual members of the Association shall beentitled to a subscription to the official journalas a privilege of membership. The Board ofDirectors may determine reduced dues or con-

5

1

Article III, Sec. 6tributions for Associate or Junior members ofthe Association, on the condition that suchmembers electing to pay reduced dues or con-tributions shall not be entitled to a subscriptionto the official journal. No Associate member shallbe entitled to vote.

(d) All members shall have the privilege toattend and be heard at all official meetings ofmembers, and shall have the right to attend allmeetings of the Board of Directors, ExecutiveCommittee, and standing and special commit-tees of the Association, except during executivesessions thereof.

(e) Lifetime members and annual memberswith five or more consecutive years of member-ship, as shown in the Association's membershiprecords, who have attained the age of 18 yearsand who are citizens of the United States ofAmerica shall be entitled to vote. Each suchmember shall be entitled to cast a vote for notmore than one person for each vacancy on theBoard of Directors to be filled by the membershipat any election of Directors, which vote shall becast as provided in these Bylaws. In order for amember to cast a vote at any meeting ofmembers, a properly completed, fully paid ap-plication for lifetime membership must have beenreceived by the Secretary on or before the 50thday prior to the date of the meeting, or an annualmember must have five years of consecutivemembership, as shown in the Association'smembership records, and such consecutivemembership must be in effect on the 50th dayprior to the meeting.

(t) Any member shall have the right tocirculate and submit petitions for nominat-ing Directors, to be signed by membersentitled to vole, as provided in Article VIII,Section 3.

(g) Members of the Association entitled tovote, and any organization member, shall havethe right to petition for removal of any officer,Director, or member of the Executive Councilby the procedure provided in Article IX.

(h) Members of the Association entitled tovote shall have the right to demand a specialmeeting of the members by the procedure pro-vided in Section 8(b) of this Article.

Article III, Sec. 7Section 7. Members Holding Office.

The holding of any office or membership onany committee shall be contingent upon mem-bership in good standing in this Association.

Section 8. Meetings of Members.(a) Annual Meeting of Members. The Asso-

ciation shall hold an Annual Meeting of Mem-bers to receive the report of the election of Di-rectors and to transact such other business asmay properly come before the meeting, at suchtime and place as shall be determined by theBoard of Directors, but in no case later thanNovember 30th of each calendar year. Noticeof the time and place of such meeting shall bepublished in consecutive issues of the officialjournal of the Association not less than twiceprior to the holding of the meeting.

(b) Special Meetings of Members. A specialmeeting of members of the Association may becalled at any time by the President, by theBoard of Directors, or by the Executive Com-mittee, or upon demand, in writing, signed bynot less than 5% of the members entitled tovote, and stating the purpose of the proposedmeeting. Notice of the time, place and object ofthe special meeting shall be published in con-secutive issues of the official journal of the As-sociation not less than twice prior to the holdingof the meeting. The place of such meeting shallbe fixed by the President.

(c) Quorum. At any annual or special meet-ing 100 members entitled to vote shall consti-tute a quorum.

(d) Presentation of Awards. No award shallbe presented during any meeting of memberswithout the prior approval of the Board ofDirectors.

Section 9. Duties of Members.

(a) It is the duty of each member to assistin every feasible manner in promoting theobjects of the Association as set forth in Article

Article III, Sec. 9II of these Bylaws and to act at all times and inevery matter in a manner befitting a sportsmanand a good citizen.

(b) It is the duty of the officers of organi-zation members to conduct the affairs of theirorganization in an efficient manner, in accord-ance with their organization bylaws, and suchprograms and regulations as may, from time totime, be adopted by this Association. Officersof organization members shall maintain properrecords and shall promptly render such reportsconcerning membership, finances, facilities andactivities as may be requested from time totime by the Association. In addition, officers of af-filiated organization members shall conduct the af-fairs of the organization in a fiscally responsiblemanner, including the development of an annualbudget and the completion of an annual audit.

(c) It is the duty of organization membersto maintain their shooting ranges in a state ofadequate repair, to operate their ranges in asafe manner under properly qualified super-vision and to conduct a continuing program ofsmall arms instruction and competition in com-pliance with the regulations and program of theAssociation as currently in effect.

Section 10. Voluntary Termination ofMembership.

(a) Any individual member may terminatehis or her membership at any time by a resigna-tion in writing sent by first class United Statesmail to the Secretary of the Association, butsuch member will not be entitled to any refundof dues or contributions already paid.

(b) Any organization member may termi-nate its membership at any time by a vote of amajority of the members of such organizationat any regular meeting or special meeting calledfor the purpose, by a resignation in writing accompanied by a copy of the minutes of saidmeeting sent by first class United States mail bythe Secretary of the organization to the Secre-tary of the Association, but such organizationmember shall not be entitled to any refund ofdues already paid.8

Article III, Sec. 11Section 11. Involuntary Termination of

Membership.

(a) Default. Any member in default in pay-ment of dues shall be terminated from member-ship and all privileges of membership.

(b) Suspension and Expulsion. Any in-dividual or organization member may be sus-pended or expelled for any cause or conductwhich is contrary to, or in violation of, theBylaws of the Association; for having obtainedmembership in the Association by any materialfalse or misleading statement; or, without limita-tion, conduct disruptive of the orderly operationof the Association in pursuit of its goals; vio-lating one's obligation of loyalty to the Associa-tion and its objectives; willfully making falsestatements or misrepresentations about theAssociation or its representatives; other good*cause. No member so suspended or expelled willbe entitled to any refund of dues or contributionsalready paid.

(c) Procedure for Suspension or Expulsion.(1) Any member of the Association in

good standing may file with the Secretary a com-plaint in writing, under oath, against any in-dividual or organization member, distinctlydescribing any act which the complainant con-tends is contrary to or in violation of the Bylawsof the Association.

(2) The Secretary shall transmit the com-plaint and all supporting exhibits to the EthicsCommittee, which shall promptly consider thematter. The Ethics Committee may:

a. Dismiss the charges;b. Recommend suspension or expulsion

of the accused member;c. Direct a hearing.

The Secretary shall promptly notify the com-plaining member of the findings of the EthicsCommittee.

Article III, Sec. 11(3) In the event that the Ethics Committee

recommends suspension or expulsion, the ac-cused member shall be notified of the action bythe Secretary. Such notification shall include acopy of the recommendation of the Ethics Com-mittee, a copy of the complaint, and a copy of theBylaws, and shall inform the member of his rightto a hearing as hereinafter provided. The notifica-tion shall further inform the member that unlesshe requests a hearing in writing received by theSecretary within 30 days after the date of serviceupon him of the Secretary's notice the proposedrecommendation of the Ethics Committee shallbecome final and be transmitted to the Board ofDirectors.

(4) If a hearing is timely requested, or ifthe Ethics Committee directs that a hearing beheld, a Hearing Board elected as prescribed insubparagraph (d) of mis section, shall expedi-tiously conduct a hearing at the headquarters ofthe Association, upon at least 30 days writtennotice to the complainant and the accused, takingall testimony and compiling all exhibits as may beoffered, and making therefrom a complete re-cord. Within 30 days after all evidence and argu-ments are reviewed, the Hearing Board shallmake its recommendation concerning the chargesand forward such recommendation to the Boardof Directors for a decision on the merits of thecase in the manner provided in subparagraph (c)(6) of this section.

(5) At the hearing, the complainant, theAssociation and the accused member may be rep-resented by counsel. Testimony shall be underoath.

(6) Upon receipt of the recommendation ofthe Ethics Committee or the recommendation ofthe Hearing Board, and a copy of the hearingrecord, the Board of Directors, in executive ses-sion, shall consider the submission at its nextmeeting and may (1) dismiss the charges or (2),by a three-quarters vote, order the expulsion,suspension or censure of the member.

10

Article III, Sec. 11

(7) In the event the Executive Vice Presi-dent becomes aware of any circumstances whichmay be cause for the suspension or expulsion of amember, he shall submit to the Ethics Committeea written report of such circumstances and, withthe written consent of the President, suspend suchmember. If the Ethics Committee recommendswithin 90 days that the member be suspended orexpelled or determines that a hearing be held, thesuspension shall continue until final disposition ofthe matter in accordance with the procedures re-cited in this section, otherwise the suspensionshall be discontinued.

(d) Composition of Hearing Board. Forthe purposes of this Article, a Hearing Boardshall be composed of three Hearing Officerselected by and from the membership of the Com-mittee on Hearings, none of whom shall have anypersonal interest in the proceeding to be heardand not more than two of whom shall be mem-bers of the Board of Directors or ExecutiveCouncil. The Hearing Officers shall choose achairman from among their membership.

(e) Notice. For all purposes for which no-tice is required under this section, notificationshall be sufficient by either personal service orby a simultaneous first class mailing and certi-fied mailing to the address of record with theSecretary. Notification by mail shall be deemedto have been served ten days after mailing.

Section 12. Committee on Hearings.

The Committee on Hearings shall be appointedby the President and composed of nine membersentitled to vote, no more than six of whom shallbe members of the Board of Directors or ExecutiveCouncil.

ARTICLE IV

Board of Directors

Section 1. Composition.

(a) The Board of Directors shall consist of 75Directors, elected as provided in Article VIII from

11

Article IV, Sec. 1

lifetime members of the Association who are en-titled to vote. Each Director (except Directorselected to fill unexpired terms) shall hold officefrom the adjournment of the Annual Meeting ofMembers at which his election is announced untilthe adjournment of the third Annual Meeting ofMembers next following such election. The termsof office of such Directors shall continue to be soarranged that one-third shall expire at each An-nual Meeting of Members.

(b) Conviction of a felony shall be a disqualifica-tion for nomination to or service on the Board ofDirectors unless the Board for good cause deter-mines to the contrary.

Section 2. Powers and Duties.The Board of Directors shall formulate the

policies and manage and have general chargeof the affairs and property of the Association,in accordance with applicable law and theseBylaws. It shall elect from among its own mem-bers a President and one or more Vice Presi-dents. It shall also elect the Executive Vice Presi-dent, Secretary and Treasurer of the Association,members of the Executive Committee, and mayelect members to the Executive Council.^// vacan-cies In the Board occurring between regularelections lor any reason shall be filled by per-sons who ran and lost on the most recent matballot In rank order of number of votes receiv-ed; and each such person shall serve until theadjournment of the next Annual Meeting ofMembers,

Any Director, officer, or employee of theAssociation who Is also a member of thegoverning body of any business, corporate,or other entity (whether as trustee, director,vole-owner, officer, partner, or the like)which does any business with the Associa-tion In excess of $2,000 either within a yearor pursuant to any contract or contractsoriginating within a year shall Immediatelyfile a written statement of all such businessas to the nature and amount thereof, to thebest of his or her knowledge, with theSecretary who shall transmit such state-

Article IV, Sec. 2

ment to the Board of Directors at Its nextmeeting and who shall Include all suchstatements In the Secretary's report at thenext Annual Meeting of Members.

Section 3. Meetings.

(a) Regular Meetings. There shall bethree regular meetings of the Board ofDirectors in each year. A first regular meet-ing of the Board of Directors shall be heldwithin one week after the Annual Meetingof Members and after the election and in-stallation of newly elected members of theBoard of Directors as announced at theAnnual Meeting of Members. At this meet-ing of the Board of Directors, the officerstor ensuing terms shall be elected andsuch other business transacted as mayproperly come before the meeting. The -second regular meeting of the Board ofDirectors shall be held approximately 120days alter the Annual Meeting of Members.The third regular meeting of the Board ofDirectors shall be held approximately 240days alter the Annual Meeting of Members.The exact time and place of each meetingmay be determined by the Board of Direc-tors at the previous meeting, reasonablenotice being given.

(b) Special Meetings. A special meeting ofthe Board of Directors may be held at anytime on the call of the President, or by actionof the Executive Committee, or upon demandin writing stating the object of the proposedmeeting and signed by not less than a majorityof the Board. Notice of the time, place andobject of such special meetings shall be mailedto each Director at least 30 days before thedate of holding such meetings.

(c) Quorum. At any regular or special meet-ing of the Board of Directors 25 members shallconstitute a quorum.

(d) Upon request of 20% of the membershipof the Board of Directors present, a roll call voteshaH be taken on any specified question. Everysuch roll call vote, together with the

12 13

Article IV. Sec. 3specified question, shall be published bythe Secretary In the official journal within 90days.

Section 4. Indemnification and Advancement orExpenses of Directors.

The indemnification and advancement of ex-penses of Directors granted pursuant to, or provid-ed by, Article 7 of the Not-For-Profit CorporationLaw of the State of New York shall not be exclusiveof any other rights to which a Director seekingindemnification or advancement of expenses maybe entitled, and each Director shall be entitled tosuch indemnification and expenses immediately tothe fullest extent requested in writing to theSecretary or Executive Vice President by such Direc-tor unless and only unless prohibited by such Arti-cle 7 of the Not-For-Profit Corporation Law.

ARTICLE VOfficersSection 1. Number and Election.

(a) The officers of the Association shall be aPresident, one or more Vice Presidents, an Ex-ecutive Vice President, a Secretary, a Treasurer,an Executive Director of the National Rifle Asso-ciation General Operations, and an Executive Di-rector of the National Rifle Association Institutefor Legislative Action. The President and VicePresidents shall be elected by and from the Boardof Directors. The officers shall be elected annu-ally by the Board of Directors and shall serveuntil their successors have been elected and quali-fied. The Executive Vice President shall beelected by the Board of Directors. In theevent that the Office of the Executive VicePresident becomes vacant, the succeedingExecutive Vice President shall be elected bythe Board of Directors at Its next meeting."Die President may not succeed himself more thanonce.

(b) The Board may not abolish saidoffices nor create any other offices.

Section 2. Duties of Officers.Article V. Sec. 2

(a) President. The President shall preside atall meetings of the Association, of the Board ofDirectors and of the Executive Committee.With the exceptions of the Nominating Com-mittee, the Committee on Hearings and the Com-mittee on Elections, the President shall be an ex of-ficio member, with vote, of all committees, andshall perform all such other duties as usually per-tain in his office.

(b) Vice Presidents. The Vice President shallperform the duties of the President in his ab-sence or at his request. In case a vacancy shalloccur in the office of the President, the firstVice President shall become President and shallserve for the balance of the term. In case morethan one Vice President is elected by the Boardof Directors, each Vice President shall be desig-nated in succession by number, and in case of avacancy shall succeed to the next higher office."With the exceptions of the Nominating Com-mittee, the Committee on Hearings and Commit-tee on Elections, the Vice Presidents shall be ex of-flcio members, with vote, of all standing and specialcommittees. The Vice Presidents shall perform suchduties as may be delegated by the President orassigned by either the President or the Board ofDirectors.

(c) Executive Vice President. The ExecutiveVice President shall conduct the affairs of theAssociation in accordance with the programsand policies established by the Board of Direc-tors. Among his authorities, the Executive VicePresident shall be empowered to: (1) appoint,suspend with or without pay, or remove theExecutive Director of the National Rifle Asso-ciation General Operations or the ExecutiveDirector of the National Rifle Association In-stitute for Legislative Action; (2) suspend withpay the Secretary or the Treasurer until the nextmeeting of the Executive Committee or theBoard of Directors, whichever first occurs; and(3) employ, suspend with or without pay, ordismiss any employee.

14 15

Article V. Sec. 2

(d) Secretary. The Secretary, under the di-rection of the Executive Vice President, shallhave the following duties: he shall have chargeof the archives of the Association; he shall at-tend to the proper publication of official no-tices and reports, attest documents and performsuch other duties as usually pertain to hisoffice; and he shall have such other duties asmay be assigned to him from time to time bythe Executive Vice President. He shall be Sec-retary of the Board of Directors and of theExecutive Committee.

(e) Treasurer. The Treasurer, under the di-rection of the Executive Vice President, shallhave charge of the books of account of theAssociation. He shall assist a firm of CertifiedPublic Accountants selected by the Board ofDirectors to make an annual audit of the Asso-ciation's books of account and prepare a state-ment of financial condition as of the close ofeach fiscal year as may be established by theBoard of Directors, and shall furnish a copy ofsuch statement, together with the certificate ofaudit, to each member of the Board of Direc-tors. The funds of the Association shall beplaced in such bank or banks as may be desig-nated by the Board of Directors. The Treasurershall have such other duties as may be assignedto him from time to time by the Executive VicePresident.

\(f) Executive Director of the National Rifle

Association General Operations. The ExecutiveDirector of the National Rifle Association Gen-eral Operations shall have such powers andduties as delegated to him from time to timeby the Executive Vice President. In case of avacancy in the office of the Executive VicePresident, the Executive Director of the Na-tional Rifle Association General Operationsshall automatically become the Executive VicePresident and serve as such until the nextmeeting of the Board of Directors.

(g) Executive Director of the National RifleAssociation Institute for Legislative Action.The Executive Director of the National RMe

Article V, Sec. 2

Association Institute tor Legislative Actionshall, under the direction of the ExecutiveVice President, conduct the legislative, le-gal, informational, fund raising activities,operational, administrative and financialaffairs of the Institute in accordance with theprograms and policies established by the Boardof Directors. The Executive Director of theInstitute shall appoint a Fiscal Officer who shallhave charge of the books of account of theInstitute, and said Fiscal Officer shall assist thefirm of Certified Public Accountants selectedto make an annual audit of the books of ac-count of the Institute, and in the preparation ofa statement of financial condition of the Insti-tute to be included as a part of the audit andincorporated in the statement of condition ofthe National Rifle Association of America re-ferred to in subsection 2(e) of this Article. Thefunds donated to the Association for the use of"the Institute or allocated and transferred bydirection of the Board of Directors from theAssociation's other funds, or which are other-wise received by the Institute, shall be placedin such bank or banks, as may be designated bythe Board of Directors in accounts designatedas "The National Rifle Association-InstituteAccount," and may be withdrawn only onchecks signed by the Fiscal Officer of the Insti-tute and such other signatures as the Board ofDirectors may prescribe; provided, however,that the Board of Directors may authorize theestablishment of special accounts for specificoperations or for the payment of routine billsnot requiring the Fiscal Officer's signature.Once each fiscal year the Treasurer of the As-sociation shall conduct an internal audit of thebooks of the Institute and of its general finan-cial condition. The Executive Director, FiscalOfficer and the staff of the Institute shall assistthe Treasurer in such internal audit.

(h) The Executive Vice President, the Secretary,the Treasurer, the Executive Director of the Na-tional Rifle Association General Operations andthe Executive Director of the National RifleAssociation Institute for Legislative Action shallbe ex officio members, with voice but without

16 17

Article V, Sec. 2vote, of the Board of Directors, the ExecutiveCommittee and all committees, special and stand-ing, of the Association, except the NominatingCommittee, Committee on Hearings, OfficersCompensation Committee and Committee onElections, and shall be authorized but not re-quired to attend the meetings; provided, however,that the aforesaid officers shall not attend or par-ticipate in executive sessions except by invitationof the respective committee or Board.

Section 3. Suspension and Removal.Any officer of the Association may be suspended

with or without cause by the Executive Committeeby a three-fourths affirmative vote of the membersof the Executive Committee present at any regularor special meeting, such suspension to be effectiveuntil the next meeting, either regular or special, ofthe Board of Directors. Any such officer may beremoved with or without cause by the Board ofDirectors, by a three-fourths vote of the membersof the Board of Directors present at any regular orspecial meeting of the Board of Directors. No voteon suspension or removal may be taken unless atleast 15 days notice in writing shall have been givento the officer of the charges preferred and of thetime and place of the meeting of the ExecutiveCommittee or of the Board of Directors, at whichsuch charges will be considered. Notice of the time,place and object of such meeting, with a full copyof the charges preferred shall be mailed to eachmember of the Executive Committee or of theBoard of Directors at least IS days in advance ofthe meeting. At such meeting the officer againstwhom charges have been preferred shall be accord-ed a full hearing and may be represented bycounsel.

Section 4. Vacancies.Except as otherwise provided in Section 2(c)

and (f) hereof, in the event of the death, resig-nation, suspension, removal or permanent dis-ability of any officer, the vacancy therebycaused may be filled by the Executive Commit-tee until the next meeting of the Board of Di-

18

Article V, Sec. 4rectors. Except as otherwise provided in Section2(b) and (c), hereof, the Board of Directors shallelect a replacement to serve out the balance of theterm of any such officer.Section 5. Compensation.

No officer, Director or member of the ExecutiveCouncil shall receive any salary or emolument un-less specifically authorized by resolution of theBoard of Directors, but all such persons shall beentitled to reimbursement for expenses incurred onbehalf of the Association, to such extent as may beauthorized or approved by the Board of Directors.There shall be an Officers Compensation Com-mittee, which shall consist of the President, whoshall serve as the Chairman, the First Vice Presi-dent and the Second Vice President. In case thereshall be no Second Vice President, the Presidentshall appoint a Director to serve in his place. Im-mediately upon the annual election of officers asprovided in Section l(a) hereof, the Officers Com-*pensation Committee shall recommend to theBoard of Directors and the Board of Directorsshall establish by resolution the authorized com-pensation of the Executive Vice President, theSecretary, the Treasurer, the Executive Director ofthe National Rifle Association General Opera-tions, and the Executive Director of the NationalRifle Association Institute for Legislative Action.Section 6. Bonds.

All officers and employees handling moneys ofthe Association shall be bonded in such amountas may be determined by the Board of Directors.The expense of furnishing such bonds shall bepaid by the Association.

ARTICLE VIExecutive CommitteeSection 1. Membership.

(a) There shall be an Executive Committeeconsisting of the President, any Vice President,and 20 members elected from the Board of Direc-tors, as herein provided.

(b) The 20 members of the Executive Com-mittee nominated by the Nominating Committeeor from the floor at any meeting of the Board ofDirectors, and elected annually by and from said

19

Article VI, Sec. 1Board, shall serve until their successors areelected and qualified.Section 2. Duties of the Executive Committee.

The Executive Committee shall exercise all thepowers of the Board of Directors when saidBoard is not in session, other than the power to: .

(a) Repeal or amend the Bylaws, or adopt new >Bylaws; j

(b) Fill vacancies on the Board of Directors or Ithe Executive Committee;

(c) Fix the compensation of Directors;(d) Remove a Director, with or without cause;(e) Amend or repeal any resolution of the

Board, which by its terms shall not be amendableor repealable;

(f) Adopt and disseminate a fundamentalchange of view or basic policy of the Association;

(g) Approve the submission of matters to themembers, or submit to the members any actionrequiring member approval under the applicablestatute;

(h) Purchase, sell, mortgage, or lease realproperty of the Association, or adopt a corporateresolution recommending the sale, lease, ex-change or other disposition of all or substantiallyall the assets of the Association, or authorize ma-jor new construction;

(i) Present a petition for judicial dissolution, orto adopt plans of merger, consolidation, or nonju-dicial dissolution;

(j) Authorize indemnification of Officers, Di-rectors, members of the Executive Council, oremployees; or

(k) Formulate such other corporate policy de-cisions or perform corporate activities of the As-sociation of such major significance as to warrantaction by the full Board of Directors. J

Section3. \teandes m the Executive Ctanniit- Itee. 1

A vacancy in the Executive Committee may befilled by a majority vote of the entire Board ofDirectors.Sectiuu 4. Meetings of the ifaMiitiw Commit-

tee.(a) Meetings of the Executive Committee

will be held on the can of the PfesUentfreasonable notice being given.20

Article VI, Sec. 4(b) A special meeting shall be called by the President at

any time upon demand in writing stating the object of theproposed meeting and signed by not less than a majorityof the committee. Notice of the time, place and object ofsuch special meetings shall be mailed to each member ofthe committee at least ten days before the date of holdingsuch meetings.

(c) Eleven members of the Executive Committee shallconstitute a quorum.

ARTICLE VIIEXECUTIVE COUNCILSection 1. Membership.

(a) There shall be an Executive Council which shall beadvisory to the Executive Committee and the Board ofDirectors. Any member of this Association whose adviceand counsel, in the opinion of the Board of Directors, willbe valuable to the continuing welfare of the Associationmay be elected thereto for life by said Board of Directors.

(b) Any member of the Association may be nominatedby any member of the Board of Directors or ExecutiveCouncil and be elected to the Executive Council for life Bysaid Board of Directors.Section 2. Rights and Privileges.

(a) The members of the Executive Council shall havethe right to sit with the Executive Committee and Board ofDirectors at all regular and special meetings, including anyexecutive sessions thereof. The Executive Council mem-bers shall have all rights and privileges of members of theExecutive Committee or full Board of Directors, includingthe right to introduce or second motions, debate, serve onor as chairman or vice chairman of standing or specialcommittees; but Council members shall have no right tovote at meetings of the Executive Committee or the Boardof Directors.

(b) The Executive Council shall perform such acts andduties as may be specifically delegated to it by theseBylaws, or by the President, the Executive Committee orthe Board of Directors.

ARTICLE VIIINomination and Election ProceduresSection 1. Nominating Committee.

(a) At each regular meeting of the Board ofDirectors next following the Annual Mooting of

a Nominating Committee which shall be respon-sible for nomination of Directors, members ofthe Executive Committee, and officers who areto be elected at the next annual meeting ofmembers or at a subsequent meeting of the

21

Article VIII. Sec. 1

Board of Directors. Any vacancy in theNominating Committee occurring between regularannual elections may be filled by majority vote ofthe Board of Directors. The Nominating Com-mittee shall also serve as an appeals boardof first resort by members seeking to con-test a ruling by the Secretary of the Asso-ciation as to the validity o1 a petition tornomination of a candidate to, or tor re-moval by recall of an officeholder from,elected office In the Association.

(b) The Nominating Committee shall becomposed of nine members entitled tovote, no more than six of whom shall bemembers of the Board of Directors or Ex-ecutive Council. Nominations tor electionto the Nominating Committee shall bemade from the floor. Following the closeof nominations tor membership on theNominating Committee, each Directorpresent at the meeting shall receive oneballot listing the nominees, on which he isentitled to cast not more than one vote foreach of nine nominees, of whom not morethan six may be members of the Boardof Directors or the Executive Council. Allnominees tor the Nominating Committeeshall be voted on together, with the ninereceiving the greatest number of votesbeing elected; provided, however, that nomore than six nominees who are membersof the Board of Directors or ExecutiveCouncil shall be elected. In case of a tiefor the last vacancy, a run-off vote shall beconducted between the nominees tied. ADirector whose term expires at the end ofthe ensuing year shall not be eligible forelection to the Nominating Committee.Notwithstanding any other provision ofthese Bylaws, no person elected to theNominating Committee shall be eligible torelection as a Director during the tenure ofthe Nominating Committee to which he waselected; nor shall any officer be a memberor ex ofttcio member of the NominatingCommittee.

(c) No person shall be eligible for election

22

Article VIII, Sec. 1to the Nominating Committee more often thanonce every five years.

Section 2. Nomination and Election ofDirectors.

(a) Directors shall be elected from among thelifetime members of the Association. Annualnominations to fill vacancies on the Board ofDirectors shall be made by the Nominating Com-mittee and by the members through the petitionprocess described in this Article. Annual electionsshall be by mail ballot vote of members entitled tovote. The Committee on Elections shall beresponsible for the tabulation of the votes, andshall report the results of the election at the An-nual Meeting of Members. The provisions of thisArticle do not apply to the filling of interimvacancies on the Board of Directors, as providedin Article IV, Section 2.

(b) Not later than ISO days prior to eachAnnual Meeting of Members, the Secretaryshall notify all individual and organization ••members of the date and place of such Annual IMeeting, of the date and place of the meeting ofthe Nominating Committee at which nomina-tions for Director will be made, and of the pro- Icedure for nomination and election of Directors.The notice shall be accompanied by a blankform requesting the recommendation of suitablenominees to be considered by the NominatingCommittee. An individual or organization mem-ber may make one or more recommendations.The Secretary shall again give notification of theAnnual Meeting of Members by publication inthe official journal of the Association not lessthan 30 nor more than 60 days prior to thetime of such Annual Meeting of Members.

(c) Recommendations for nomination by theNominating Committee must be received by theAssociation not less than twenty days prior tothe published date of the meeting of the Nomi-nating Committee to select nominees for the !office of Director. The Secretary shall promptlyconfirm the eligibility of persons recommendedand transmit the recommendations to the Nomi-nating Committee.

(d) Not less than 180 days prior to theAnnual Meeting of Members the Nominating

23

Article VIII, Sec. 2

Committee shall meet to select nominees forthe office of Director. The date of this meetingof the Nominating Committee shall be publishedin the official journal of the Association prior tothe aforesaid meeting. The Nominating Com-mittee shall select from among the membersentitled to hold the office of Director a list ofnominees. Not less than 60 days prior to theAnnual Meeting of Members, the names of thenominees selected by the Nominating Commit-tee and by the petition process described inSection 3 shall be published in the official jour-nal of the Association, together with a shortbiographical sketch of each. Biographical sketchesshall be submitted to the Secretary of the Associa-tion by each candidate and shall be sworn oraffirmed to by the candidate as being truthful inevery respect before a notary public. Any willfulmaterial misrepresentation contained therein shallinvalidate the candidacy provided that (1) suchmisrepresentation shall first be brought to theattention of the candidate by the Secretary, and(2) the candidate persists in the inclusion of suchmisrepresentation in the biography by submittinga further sworn statement or affirmation reaffirm-ing the truthfulness thereof. In the event of appealof the decision of the Secretary of the Associationin matters concerning biographies, the Presidentwill appoint an ad hoc committee to make a finaldetermination.

(e) At least 45 days prior to the date of theAnnual Meeting of Members, the Secretary shallmail a printed ballot to each member entitled tovote, directed to his last address on record withthe Secretary; provided, however, that to receivesaid ballot a properly completed, fully paid ap-plication for lifetime membership must have beenreceived by the Secretary on or before the 50thday prior to the Annual Meeting of Members, oran annual member must have five or more yearsof consecutive membership, as shown in theAssociation's membership records, on the 50thday prior to the date of the Annual Meeting atwhich the election of directors is announced. Theballot shall list thereon the names of all nomineesproposed by the Nominating Committee, or asnominated pursuant to the provisions of Section 3hereof. The order of the names on the ballot shall

Article VIII, Sec. 2

be rotated as determined by the Committee onElections. The ballot shall provide blank spacesfor "write-in" nominations equal in number tothe vacancies to be filled. A return envelope withmeans for authentication, including a place forsignature and address of the member, shall beenclosed with each ballot. The final date on orbefore which the ballot must be received by theAssociation in order for it to be counted shall beshown clearly on the face of the ballot.

(0 A member eligible and desiring to voteshall clearly mark his ballot for his choice ofDirectors. He may make his selection from thelist of nominees printed on said ballot, or hemay write in, in lieu of one or more such nomi-nees, the name or names of other memberswhom he believes to be eligible to hold theoffice of Director. In either event, if his ballotis to be valid, he must not vote for a numbergreater than the total number of Directors to beelected. Having marked his ballot and signedthe authentication, the member must place andseal the ballot in the return envelope. Any ballotreceived by the Association later than the 20thday preceding the date of the Annual Meetingof Members shall be invalid and shall not beopened or counted.

(g) Prior to the Annual Meeting of Membersthe President each year shall appoint a Com-mittee on Elections, no members of which shallthemselves be nominees for election to the officeof Director, to conduct the election of Directors.It shall be the duty of the Committee on Elec-tions to determine whether every memberelected to the office of Director is eligibleto hold the office. The Executive Vice Presi-dent shall, at the request of the President or theCommittee Chairman, make available suchemployees of the Association as may be neces-sary to assist the Committee in the examinationand validation of the ballots as set forth in sub-section (h) of this section.

(h) Upon the receipt of a ballot by the Asso-ciation on or before the prescribed latest date,the Committee on Elections shall verify thename of the voter against the rolls of members

24 25

Article VIII, Sec. 2

entitled to vote, and verify the eligibility to holdthe office of Director of any write-in names onthe ballot. A ballot shall be invalid if not cast onthe official printed ballot form provided by theSecretary; or if not received by the Associationon or before the prescribed latest date specifiedon the ballot; or if not authenticated by a mem-ber entitled to vote; or if the voter has alreadyvoted; or if the ballot is not clearly marked; orif the ballot contains more than one vote for asingle candidate; or if the ballot contains votesfor more than the number who arc to be electedDirectors. No ballot shall be invalidated forfailure to contain a vote for one person foreach of the vacancies to be filled at said election.

(i) A ballot judged invalid shall have thereason noted thereon and be initialed by theperson who examined it. All ballots, whetherjudged valid or invalid, and all returned enve-lopes, including authentication, shall be pre-served by the Association for 120 days. Up tothat time, any member entitled to vote maymake application to the Executive Committeeor the Board of Directors, whichever shall meetfirst, for a canvass or recount upon such termsand conditions as that body may prescribe, andfor redress thereafter, if appropriate. If no suchapplication is made before the time hereinspecified, all protests and grievances concerningthe election shall be deemed to have beenwaived, and the ballots and return envelopesincluding authentications may then be de-stroyed.

(j) The Committee on Elections shall serveas election tellers and the chairman of the com-mittee shall announce the results of the electionwhen called upon to do so by the presiding offi-cer at the Annual Meeting of Members. Thechairman of the Committee on Elections shallinclude in his report the total number of ballotsreceived, the total number of all ballots judgedvalid and judged invalid, and the total numberof votes received by each person. The chairmanshall declare elected to regular three-year termsthose persons who, in numbers equal to thenumber of such vacancies, receive the largestnumber of the votes cast; and shall declare

26

Article VIII, Sec. 2

elected to specified incomplete terms, if any,beginning with the longest remaining incom-plete term or terms, those persons who receivethe next largest number of votes cast. In theevent of a tic vote between two or more personsfor the last vacancy to be filled in any term atissue, the tie shall be decided by a majority voteof the members entitled to vote actually presentand voting at the Annual Meeting of Members,

(k) The results of the election by mail ballotas announced at the annual meeting shall bepublished in the Official Journal within 90 daysafter such announcement.

Section 3. Nomination of Directors by Petition.

(a) In addition to such persons as areselected by the Nominating Committee asprovided in Section 2 of this Article, an In-dividual qualified to hold office may benominated for Director by petition of themembers.

(b) Not more than 45 days after the an-nounced date of the meeting of theNominating Committee to select nomineesfor the office of Director, any member("sponsor") may submit to the Secretarypetitions calling for the nomination of aqualified member for the office of Director.The Secretary shall prescribe the format ofthe petition and furnish forms upon request.No petition for nomination of a candidate forthe office of Director shall contain the nameof more than one proposed nominee, norshall a petition be submitted to theSecretary which contains the name of morethan one nominee per sheet. No petition fornomination of a candidate for the office ofDirector shall be valid without Ms or herwritten permission filed with the Secretaryon or before the last day for submission ofpetitions. The petition may contain a briefresume approved by the prospectivenominee. The name of a sponsor shall beIndicated on each sheet of the petition.Such petitions must bear the signatures,names, membership Identification numbers,addresses and date of signing of no lessthan two hundred fifty members eligible to

27

Article VIII, Sec. 3vote. A petition nominee shell be from thestate of Ms principal place ol residence, endnot more then five petition nominees shellbe from any one state during any one year.In the event there ere petitions for more thenfive nominees from one state, the five pro-posed nominees who nave fne greatestnumber of signatures on the petitions shellbe nominated; provided, however, that Incase of ties, the Nominating Committeeshell select by lot among fnoae having theseme number of petition signatures. In noevent shell the dete of signing be prior tothe adjournment of the most recent annualmeeting of members.

(c) The Secretary shell Immediately deter-mine the validity of ell petitions received endthe eligibility of ell signatories to vote.

(d) In the event the petition shell nevebeen found Invalid, the Secretary shell Im-mediately notify the proposed nominee endthe sponsors) stating the reasons for suchruling. The proposed nominee or a sponsormay eppeel this ruling to the NominatingCommittee within fourteen deys of suchnotice, end said Committee shell not certifya slate of nominees until the eppeal shellneve been considered by said Committee.If the petition Is ruled valid by theNominating Committee, the proposednominee shell be certified es a nominee. Ifthe petition Is denied by the NominatingCommittee, the proposed nominee or asponsor may eppeel to the Board of Direc-tors who shell act on the eppeel at the nextBoard meeting. If said Board rules the peti-tion valid, the proposed nominee shell bedeclared a nominee for the next annual elec-tion of Directors.

(e) In both the official journal end on theofficial ballot, no persons nominated bypetition nor by the Nominating Committeeshall be so designated.

(f) All applicable rules of Section 2 ofthis Article shall apply equally to ell nom-inees, whether selected by petition or theNominating Committee.

Article IX, Sec. 1

ARTICLE IXRemoval of Association Officials by Recall

Section 1. Petition for Removal by Recall.Notwithstanding any other provision of

these Bylaws, any voting member of theAssociation or any organization member("sponsor") may in a single petition cellfor the removal of one or more officers,Directors, or members of the ExecutiveCouncil, in the manner hereinafter pro-vided.

Section 2. Procedure.(a) Not less than 150 days prior to any

Annual Meeting of Members of the Asso-ciation, any member entitled to vote or anyorganization member of the Association("sponsor"), may submit to the Secretaryof fne Association a petition In writingwhich calls for or proposes such removal.

(b) In order to be valid:(1) Such petition for removel shall

contain the names, addresses, member-ship Identification numbers, signaturesand dates of signing of not less than 450members of the Association entitled tovote.

(2) At least three states of the UnitedStates of America shall be represented onthe petition by the signatures of no fewerthan 100 residents of said respective state,as reflected by each signer's last addressof record furnished to the Secretary.

(3) Such petition shall contain no sig-nature for which the date of signing Is priorto the adjournment of the most recentAnnual Meeting of Members.

(4) Such petition shall clearly state thatttrnay be withdrawn by the sponsor withoutnotice to, or approval by, the slgnators.

(c) The Secretary shall immediately de-termine the eligibility of ell petition signa-tories to vote. In the event e petition isruled invalid by the Secretary, he shall im-

28 29

Article IX, Sec. 2

mediately notify the sponsor of the peti-tion, stating the reasons for such ruling.The sponsor may appeal this ruling to theNominating Committee within fourteendays of such notice. It the appeal to theNominating Committee is denied, the spon-sor may appeal to the Board of Directorsor the Executive Committee, whichevershall first meet, and that body shall act onthe appeal at its next meeting, and thedecision of that body shall be final.

(d) In the event that the petition Is ruledvalid, a Hearing Board shall be elected asprescribed in Article III, Section 11 (d). TheHearing Board shall schedule and con-duct a hearing as soon as possible at atime and place convenient to the personor persons whose removal is being peti-tioned, shall make a complete record ofall testimony and exhibits presented, andwithin thirty days of the ruling as to thevalidity of the recall petition shall preparea written opinion, or a majority opinion andminority view, and a recommendation con-cerning a disposition of the issue.

(e) At the time the Secretary malls outprinted ballots to each member of recordentitled to vote for the election of Direc-tors, as provided m Article VIII, Section2(e), he shall also enclose the printed re-call ballot containing the name and officetor each such person whose removal waspetitioned, together with a copy of the rec-ommendation of the Hearing Officers, In-cluding the minority view If the recommen-dation Is not unanimous. Statements not ex-ceeding five hundred words may also beenclosed in the matting si their option by thesponsor of the petition tor recall andby each person whose removal was peti-

The neat ballot shaH stats as

"Shall (name of office-holder) be re-moved from membership on the Boardof Directors?" (or the Executive Coun-cil, or other spec/fie office In the As-sociation).

30

Article IX, Sec. 2

(f) In the recall voting procedure, theapplicable provisions of Article VIII, Sec-tion 2, paragraphs (f), (g), (h), (I), and (I)of these Bylaws shall apply to the use andauthentication of prescribed official ballotforms, their validation, the counting ofvotes, and the announcement of results.

(g) If a majority of votes cast by mem-bers of record entitled to vote shall callfor the removal of one or more officers,Directors, or members of the ExecutiveCouncil, the removal shall be effective Im-mediately upon certification of the resultsof a mail ballot recall procedure by theSecretary.

(h) In any event, the Secretary shall im-mediately notify the person or personswhose removal was petitioned and votedupon as to the results of a mail recall bal-mlot, shall simultaneously inform the officersand Directors of the Association of suchresults and whether a resulting vacancy orvacancies exist, and shall cause the resultsof such recall vote to be published In anofficial publication of the Association assoon as possible.

(I) At any stage of the proceedings un-der this Article, the sponsor of a petitionmay, with the written consent of the personagainst whom the recall petition was di-rected, withdraw the petition or otherwiseterminate the proceedings provided forunder this Article by so requesting in writ-ing. At the written request of the personagainst whom the petition was directed, anannouncement of the withdrawal or termi-nation shall be published forthwith in theofficial journal of the Association.

Section 3. Filling of Vacancies Created by Re-moval of Office-Holder by Member-ship.

In the event an officer or Director Is re-moved by recall vote of the membership,the Board of Directors may select a re-

31

Article IX, Sec. 3

placement to nerve until the next regularelection of such officers) or Directors)pursuant to the provisions of Article V,Section 4 for officers and Article IV, Sec-tion 2 for Directors; provided, however,that no person removed from office by themembership shall be returned to that officeby the Board of Directors acting under thisprovision.

ARTICLE X

National Rifle Association Institute for Leg-islative Action.

Section 1. Name and Function.

The National Rhlo Association Institutefor Legislative Action shall have sole re-sponsibility to administer the legislative,legal, Informational and fund raising activ-ities of the Association relating to the de-fense or furtherance of the right to keepand bear arms, In accordance with theobjectives and policies established by theBoard of Directors.

Section 2. Officers.

The Executive Director and Fiscal Officershall have the duties set forth in Article V, Sec-tion 2(g). The Executive Director shall be ingeneral charge of the Institute, shall be respon-sible for hiring, firing and establishing salaryschedules for the remaining staff of the Insti-tute, in accordance with the approved budgetand other directives of the Board of Directors.

Section 3. Planning.At least annually the Executive Director shall

prepare and submit to the Board of Directorsfor approval a detailed plan of action in thefollowing areas:

32

Article X, Sec. 3

(a) Federal legislative activity.(b) Legislative action organization develop-

ment and operation in the political subdivisionsof the United States.

(c) Legal action.(d) Legislative information gathering and

dissemination.(e) Such other legislative activity as may be

advisable.(f) Fund raising for the above activities.

Section 4. Reports.In addition to the planning recommendation

under Section 3, the Executive Director shallreport to the Board of Directors and the Execu-tive Committee at each meeting thereof as tothe activities of the Institute. The report shallindicate specifically all necessary complianceby the Association and its Institute with theapplicable Federal, state and local laws regulat-ing legislative activity.

Section 5. Directives.The Board of Directors shall by resolution

from time to time set the legislative, legal ac-tion, political education, and informational ob-jectives and policies of the Association relatingto the defense or furtherance of the right tokeep and bear arms, and shall give specificdirections to the Institute in these and suchother matters as the Board shall deem advisable.

Section 6. Prohibition of Political Contributions.Neither the Association, its Institute for Leg-

islative Action, nor any officer, Director, em-ployee, or agent acting on behalf of the Associa-tion or its Institute for Legislative Action, shallmake any contribution to a political campaign,candidate, or political committee.

33

Article XI. Sec. 1

ARTICLE XI

Standing and Special Committees of theAssociation.

Section 1. Standing Committees.(a) The standing committees of the Associa-

tion are as follows:Action ShootingAir GunAuditBlack PowderBylaws & ResolutionsClubs & AssociationsCompetition Rules &

ProgramsEducation & TrainingElectionsEthicsFinanceGrants-ln-AidGun CollectorsHearingsHigh Power RifleHunting & Wildlife

Conservation

InternationalCompetitions

Junior and CollegiatePrograms

Law EnforcementAssistance

Legal AffairsLegislative PolicyMembership

•Nominating••Officers Compensatta

PistolProtestPublic AffairsRange DevelopmentShotgunSilhouetteSmallbore RifleUrban Affair*Women's Policies

•Members elected by die Board of Directors, pursuantto Article Vffl, Section 1.••Members designated pursuant to Article V. Section 5.

(b) At least once each year, each standingcommittee shall submit a written report throughthe Secretary of the Association to the Board ofDirectors at a regular meeting of the Board, andat such other time as may be requested by thePresident. It may also make written reports andrecommendations to the Board or to the Execu-tive Committee at any regular or special meeting.

Section 2. Special Committees.The President or the Board of Directors may

establish such special committees of the Associa-tion as may be deemed necessary from time totime to fulfill the objectives of the Association.Each special committee will report at such timeand place as may be specified by the President ordie Board of Directors.

Section 3. Committee Members Appointed byPresident.

Except as otherwise provided in Article V, Section5, for the designation of members of the Officers

34

Artfcte XI, Sec. 3Compensation Committee, in Article VI, Sectionl(b), for the election of members of the ExecutiveCommittee, in Article VIII, Section 1, for the electionof members of the Nominating Committee, and bythe policies and procedures approved by resolution ofthe Board for the appointment or election of membersof the International Competitions Committee, mem-bers of the Board of Directors or of the ExecutiveCouncil or other members of the Association in goodstanding may be appointed by the President to mem-bership on such standing and special committees ofthe Association as may be established, and shall serveat his pleasure, or until the adjournment of the nextAnnual Meeting of Members, or until their successorshave been duly appointed, whichever last occurs.

Section 4. Responsibilities of Committees.The President or the Board of Directors shall

assign responsibilities to the committees relatingto the administration, conduct, regulation, or.oversight of particular activities or special areasor endeavors of the Association, except that nocorporate authority may be delegated to anycommittee unless all members of such commit-tee are members of the Board of Directors ofthe Association, and unless such committee hasbeen delegated such authority by a resolutionadopted by a majority of the entire Board ofDirectors.

Section 5. Limitations on Powers of Com-mittees.

No special or standing committee of theBoard or of the Association shall exercise anypowers prohibited to the Executive Committee.

Section 6. Committee Organizations; Meetings.Committee chairmen are authorized to ap-

point subcommittees and ad hoc committeesfrom among the members of their respectivefull committee, as the chairman deems neces-sary. Official meetings of committees or sub-groups thereof shall be authorized by the Presi-dent or, in his absence, by a Vice President orthe Executive Vice President. The Chairmanshall inform the Secretary, who will issue theofficial notice for such meeting.

35

Article XII

ARTICLE XII

Prohibition of Proxy VotingAt all meetings of the Board of Directors,

Executive Committee, other committees ofthe Association, and meetings of members,each person entitled to vote shall have aright to cast one vote on each questionpresented, which vote shall be cast Inperson and not by proxy.

ARTICLE XIII

Corporate SealThe Association shall have a corporate seal

bearing the words "National Rifle Associationof America Corporate Seal." The Seal which isimpressed on the title page of these Bylaws isthe corporate seal of this Association.

ARTICLE XIVOrder of BusinessSection 1. Order of Business.

The following shall be the regular order ofbusiness at all meetings of the members, theBoard of Directors or the Executive Committee:

1. Roll Call.2. Approvesminutes of previous meeting.3. Reports of officers.4. Fill vacancies and conduct prescribed

elections.5. Reports of committees and committee

resolutions.6. Special Orders.7. Unfinished business and General Orders.8. New business.9. Resolutions.

Section 2. Parliamentary Authority and Parite-

I

(a) Parliamentary Authority. Roberts Rulesof Order Newly Revised shall govern the de-liberations of all meetings of the members,

36

Article XIV, Sec. 2

Board of Directors and Executive Committeeunless specific exceptions are made herein.

(b) Parliamentarian. The President may ap-point an official Parliamentarian of the Asso-ciation, who shall serve at the pleasure of thePresident.

Section 3. Taking of Votes at Annual Meetingof Members.

(a) The casting of votes at the AnnualMeeting of Members shall be by showingof voting credentials, and shall be by paperballots on a showing of voting credentialsof one hundred members entitled to voterequesting such paper balloting or uponrequest of the chair.

(b) Paper ballots at the Annual Meetingof Members shall be collected and imme-diately placed In custody of a certified pub*lie accountant who shall Immediately countthem and without unnecessary delay shallcertify the result of the count to the Chairat the meeting, and the paper ballots shallthereafter be preserved by the accountantfor 180 days, and thereafter the accountantshall deliver the ballots to the Secretaryfor preservation until the adjournment ofthe next Annual Meeting of Members anduntil such further times, If any, as decidedby vote of the members or, to the extent notInconsistent therewith, by the President.

ARTICLE XVAmendments

Section 1. Amendments by the Board ofDirectors.

These Bylaws may be amended at anyregular meeting of the Board of Directorsby a majority vote, provided that theamendment has been submitted In writingat the previous regular meeting of saidBoard, or has been sent In writing by mallto every member of the Board listed In themost recent Official Directory not less than

37

Article XV, Sec. 1

thirty days prior to the scheduled Boardmeeting. To quality under this Section, theproposed amendment must be signed byat least two members of the Board of Di-rectors or alternatively by two hundred fiftymembers of the Association entitled tovote.

Section 2. Amendments at a Meeting by theMembership.

(a) These Bylaws may be amended at anymeeting of members by an affirmative voteof a majority of the members present whoare entitled to vote. Proposals for changesIn the Bylaws to be voted upon by themembership at an Annual Meeting ofMembers must first be printed In the OfficialJournal of the Association not less than 45days or more than 90 days before the An-nual Meeting of Members.

(b) Proposals for changes In the Bylawsto be voted upon by the membership at anAnnual Meeting of Members may be madeby a majority vote of the Board of Directorsat any regular meeting. Such proposalsmust be signed by at least two members ofthe Board of Directors and be submitted Inwriting at the previous regular meeting ofsaid Board, or be sent In writing by mall toevery member of the Board listed In themost recent Official Directory not less thanforty-five days prior to the scheduled Boardmeeting.

(c) Proposals for changes In the Bylawsto be voted upon by the membership at anAnnual Meeting of Members may be madeby petition of at least 500 members entitledto vote received at the Headquarters of theAssociation by December 1st of the year Im-mediately preceding said Annual Meeting ofMembers.

(d) Each such proposal shall be moved onthe floor of the Annual Meeting of Membersby a member of the Board of Directors Incase such proposal was made by the Board,and shall be moved by a petition signer Incase such proposal was made by petition.

38

Article XV, Sec. 2All debate for and against such proposalsshall be presented from the floor and not thepodium.

Section 3. Germane Amendments.Notice of specific amendments proposed

shall not preclude amendments beingmade from the floor which are germane tothe specifically proposed amendments.

Section 4. Amendments by Mail by the Member-ship.

(a) These Bylaws may be amended bymall In conjunction with the casting ofballots for the election of Directors by a ma-jority vote of those nwmbers qualified to voteand voting by mall on the proposed Bylawsamendment. Proposals for changes to bemade by mall may be recommended by the -Board of Directors or by petition of members.

(b) Proposals for changes m the Bylaws tobe made by man may be submitted by peti-tion of menders and must be received by theSecretary of the Association no later thanSeptember 1st of the year prior to the mall-Ing of the ballot In which the proposals to bevoted upon will be Included. Such petitionsmust bear the signatures, names, member-ship Identification numbers and addressesof no less than 500 members eligible to voteand may be accompanied by one supportingstatement of not more than 500 words. TheBoard of Directors may prepare a statementof not more man 500 words In opposition to aproposal for change submitted by petition,and such statement must be received by theSecretary no later than October 1st.

(c) Proposals for changes m the Bylaws tobe made by mall may be recommended bythe Board of Directors at any meeting of theBoard, provided that the proposed amend-ment has been signed by at least twomembers of the Board of Directors and sub-mitted In writing at the previous regular

39

i•;.

Article XV, Sec. 4meeting of said Board, or has been sent Inwriting by mall to every member of the Boardtoted In the most recent "OfHdal Directory"not less Him forty-five days prior to thescheduled Board meeting. Such proposalsmay be accompanied by two statements,each not more than 500 words, one state-ment representing the majority view and theother representing the minority view of theBoard, and must be received by the Secre-tary no later than October 1st of the yearprior ID the mailing of the ballot In which theproposals to be voted upon win be Included.

(d) A rebuttal statement of not more than250 words may be prepared by the personswho prepared the corresponding main state'ment and must be received by the Secretaryno later than October 30th.

(e) The proposed changes together withthe statements In support and oppositionshaM be published In the Issue of the "Of-fidal Journal" of the Association containingthe ballot to elect Directors. Ballots for votingon changes In the Bylaws to be made pur-suant to this section shall be mailed In ac-cordance with the procedures establishedunder Article VIII, Section 2(e), regardingballots for election of Directors. The resultsof balloting conducted pursuant to this sec-tion shallbebbulatadIn accordance with theprocedures established under Article VIII,Section 2 (h), (I) and (D, to the extent applica-ble, shall be announced at the Annual Meet-ing of Members and shall be published In the"Official Journal" within 90 days after suchannouncement.

Section 5. Authority to Amend or Repeal.

Any Bylaw adopted by the Board maybe amended or repealed by the members;and any Bylaw adopted by the membersmay be amended or repealed by the Board,unless otherwise provided In the Bylawsadopted by the members. Bylaws adopted

40

Article XV. Sec. 5by the members which are not to be re-pealed or amended by the Board, andwhich may be amended only by mall pur-suant to Section 4 of this Article, shall beprinted In bold-face Italics.

ARTICLE XVIMaintenance of U.S.O.C. Recognition asNational Governing Body

(a) In compliance with the provisions of Section201(b)(3) of the Amateur Sports Act of 1978, inorder to maintain its recognition by the UnitedStates Olympic Committee as the National Gov-erning Body for the sport of shooting, the NationalRifle Association of America agrees to submit,upon demand of the U.S.O.C., to binding arbitra-.tion any issue, and only such issue, directly andsolely involving its recognition as a National Gov-erning Body, or any issue, and only such issue,directly and solely involving the opportunity ofany amateur athlete, coach, trainer, manager,administrator or official to participate in amateurathletic competition, as provided in the Constitu-tion and Bylaws of the U.S.O.C. Said bindingarbitration shall be conducted in accordance withthe commercial rules of the American ArbitrationAssociation.

(b) The NRA shall discharge its National Gov-erning Body responsibilities through the Interna-tional Competitions Committee.

41

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