CRPA members and California gun owners deserve a membership organization that:
- Has a legally-compliant and trustworthy system of governance (Bylaws, elections, etc.).
- Encourages genuine member participation in leadership and the decisionmaking process.
- Embraces transparency in governance and accountability of executives.
- Offers a wide variety of relevant, efficient, and effective deliverables that advance our rights and culture.
Please, do your jobs and the right thing - adopt this 6-point reform plan at the August 2012 CRPA board meeting:
1. At the August 2012 board meeting, approve the retention of competent independent outside counsel provably experienced in working with the California Nonprofit Corporation Law and federal tax laws relevant to 501(c)(4) organizations, like CRPA, to review the CRPA Articles of Incorporation, Bylaws, and other governance documents and policies for compliance and best practices, and to provide the Board with recommendations and any draft amendments to the governance documents required to address areas of noncompliance, lack of clarity, and significant risk. A panel of at least three (3) candidate law firms or attorneys with an office in California who are members of the American Bar Association and/or California State Bar Association Nonprofit and/or Exempt Organizations Committees shall be presented by the Executive Director to the Special Organizational Reform Committee within sixty (60) days of the conclusion of the August 2012 board meeting.
2. At the August 2012 board meeting, authorize, and within 30 days of such authorization, appoint or have appointed, as appropriate, a Special Organizational Reform Committee, made up exclusively of (a) seven directors elected by the membership who are selected at random (e.g., using true number randomizing software, such as that at http://www.random.org), to provide oversight in the compliance and reform process, hire and communicate with independent outside counsel, and provide a comprehensive written report and recommendation to the Board on counsel’s findings and recommendations at least one month before the next regular Board meeting (in February 2013); and (b) three directors elected by the membership and also selected at random to serve as reservist members, who shall have the right to attend all meetings and be privy to all information of the Committee, but who shall not have voice or vote unless replacing a Committee member. The Special Organizational Reform Committee shall be authorized to direct counsel to prepare the required reports to reflect the determinations of the Committee.
3. If so advised by the independent nonprofit counsel, delete section 7.1.2 from the CRPA Bylaws, which requires all meetings be held in accordance with Robert’s Rules of Order and thereby incorporates over 650 pages of additional rules and policies into the Bylaws, including limitations of member rights (such as voting rights), unless there is evidence to support that such section was validly and lawfully adopted and ratified by the members.
4. If so advised by the independent nonprofit counsel, immediately reinstate all member rights that may have been improperly removed by the Board, such as the right to vote by proxy, if there is insufficient evidence to show that such rights were removed by a valid action of the membership itself.
5. Resolve that the Board will adopt any other necessary amendments or restatements to the Articles and Bylaws no later than 26 weeks following receipt of the recommendations from independent counsel to be in compliance with all applicable laws and address other areas of obscurity and risk, including those related to the selection of directors.
6. Expressly and formally adopt a policy that any and all substantive amendments to the Articles and Bylaws proposed by a director or officer be vetted by competent independent outside counsel provably experienced in working with the California Nonprofit Corporation Law and federal tax laws relevant to 501(c)(4) organizations prior to distribution to the full Board for consideration, and that such proposals be accompanied by counsel’s written comments.