In National Rifle Association v. NRA Foundation, the NRA alleges that Foundation trustees cut them out of the trustee selection process. That’s now been confirmed through documents the Foundation filed.
NRA v. NRA Foundation was brewing prior to the suit being filed in January 2026. Rumors about a number of things were swirling around mid-to-early 2025, and some of those rumors appear to be true. One rumor was that the NRA Foundation leadership changed their bylaws to cut the NRA Board of Directors out of the Foundation trustee selection process. On Feb. 13, the NRA Foundation filed a motion for the court to dismiss NRA’s case — which was denied by the court — and with that filing came confirmation of the bylaw change.
Prior to the Feb. 13 filing, all that the public and NRA members had to go by concerning any potential bylaw change was via rumors and the allegations from the NRA. To try and get to the facts behind that rumor, on Dec. 9, 2025, a query was put out to the NRA Foundation about any bylaw change.
“Has there been a bylaw change by the NRA Foundation board where the board members are no longer selected by the National Rifle Association Board of Directors proper?” the Foundation was asked. “How are board members selected/elected to serve on the NRA Foundation board at this time?”
According to the NRA Foundation’s "Donor Bill of Rights,” donors have a right to know who serves on the Foundation’s board. In the same Dec. 9 message — as well as a Nov. 22, 2025 message (and several others) — a list of the trustees of the Foundation was requested.
To date, the NRA Foundation has ignored repeated requests for the list of the current trustees of the board. The Foundation did not address the bylaw change queries at that time and ignored them.
The Foundation addressed the bylaw change in their motion to dismiss the lawsuit.
Since resolving the DC AG litigation, the Foundation has worked to implement both required and lawful measures to improve governance and increase oversight, including, but not limited to, amending its Bylaws to, among other things, remove the requirements that the NRA appoint Foundation Trustees and that a majority of Foundation Trustees be NRA directors. See Compl. ¶ 32; Ex. 8, August 23, 2024 Bylaws. The NRA has sought to thwart those efforts at every turn, repeatedly acting to interfere with the Foundation’s independence and oversight of its funding. Therefore, in December 2025, the Foundation informed the NRA that until the NRA ceased these activities and allowed the Foundation to exercise increased oversight over Foundation fundraising activities, the Foundation would only fund NRA Restricted Grants according to their terms and not fund any new discretionary grants to the NRA in 2026 [emphasis added]. See Compl. ¶ 78. In retaliation, this meritless lawsuit followed.
The D.C. litigation that’s referenced is District of Columbia v. NRA Foundation Inc., et.al. While the Attorney General of New York was suing the NRA proper, the D.C. attorney general was taking a crack at the Foundation and NRA. The Foundation’s filing seems to make clear the bylaw change followed the reconciliation of and was independent to the D.C. lawsuit.
All the parties involved entered into a consent judgment in 2024 — included as “Exhibit 7” in the Foundation’s motion to dismiss the case. In that document, a number of reformative actions were listed that the Foundation was tasked with executing.
“This Consent Judgment represents the Parties’ compromise of disputed claims in the Civil Action,” the 2024 judgment states. “The Foundation and the NRA are entering into the agreement solely for purposes of settlement, and nothing contained in this Consent Judgment should be construed as an admission or concession of any violation of law, rule, or regulation.”
The changes and/or actions that the parties agreed to include, in summary:
- Require committees to “act only in the intervals between meetings of the Board of Trustees, and shall be subject to the control and direction of the Board of Trustees and shall report to the Board of Trustees as required.”
- When the trustees take action without a meeting they shall “‘by a writing or writings signed by all of the Trustees or all of the members of such committee and . . . the writing or writings evidencing such action shall be filed with the Secretary of the Foundation and inserted in the permanent records relating to the meeting of the Board Trustees and committees;’ or (2) other bylaws or written policies approved by the Foundation Board that would require the Board or Board committee to sign a document explaining actions taken without a meeting.”
- Require mandatory nonprofit training for any trustee or person who becomes a trustee during the time period of the consent judgment.
- Create a Foundation Audit Committee.
- Create a Conflict-of-Interest Policy.
- Adopt a new policy on grantmaking to the NRA.
- Create a new Shared Services Agreement with the NRA.
- Adopt a new policy concerning Foundation loans to the NRA.
Nothing in the judgment seems to have “required” the Foundation to change their bylaws. As their filing for dismissal states, the changes were to “implement both required and lawful measures. …” Is the Foundation alleging that the bylaw change was in their mind a “lawful measure,” as the judgment did not seem to “require” the change?
What were the changes?
According to the original 1990 bylaws of the Foundation — “Exhibit 2” in the Foundation’s filing — we have the following:
C. Trustees, other than a Trustee who serves in an ex officio capacity, shall be elected by the Board of Directors of the National Rifle Association of America (“NRA”) at the Annual Meeting of the Directors of the NRA, or if such meeting is not held or Trustees of the Foundation are not elected thereat, a special meeting of the Board of Directors of the NRA called for that purpose, if necessary.
D. At all times, the majority of the members of the Board of Trustees of the Foundation shall be Directors of the NRA. The remaining members of the Board of Trustees of the Foundation shall be persons who are members of the NRA and, to the extent possible, be persons of outstanding national prominence. The Executive Vice President of the NRA shall be a Trustee of the Foundation. It is intended that, at all times, the composition of the Board of Trustees of the Foundation reflect the broadest possible diversity in terms of professions, skills and interests.
There’s also a clause in “Section 5” where it states: “Written notice of the date, time and place of each meeting of the Board of Trustees shall be given by the Secretary or the person or persons calling the meeting. …”
The bylaw changes — “Exhibit 8” — occurred on Aug. 23, 2024 and were executed by Foundation President Tom King on Dec. 14, 2024. Doug Hamlin was elected to serve as the National Rifle Association’s executive vice president on May 20, 2024. Was Hamlin given “written notice of the date, time and place” of that Aug. 23 meeting? According to the complaint and amended complaint, that does not appear to be the case — perhaps one of the most important details in this conflict.
NRA Secretary John Frazer did not reply to a request seeking further information on what notice Hamlin may or may not have received.
Per the new bylaws:
C. All Trustees shall be elected by the current Trustees at The Foundation’s Annual Meeting, unless otherwise required to fill a vacant seat. All current and future Trustees shall fill their terms for the term’s duration, with the provision that in the year such term expires, the expiration date will coincide with The Foundation’s Annual Meeting.
D. The members of the Board of Trustees shall be life members for five (5) years or longer of the National Rifle Association of America (the “NRA”). The President of the NRA shall be an ex officio member of the Board of Trustees with the power to make a motion, second a motion, and debate a motion, but without the power to vote. At all times, the composition of the Board of Trustees shall reflect the broadest diversity of excellence in terms of professions, skills, and interests.
With the Foundation touting “required” and “legal” changes to the bylaws and trustee selection, the only other information that we can garner is from what the Foundation sent to the Office of the Attorney General of D.C. to fulfill the judgment. A Freedom of Information Act request — FOIA R004148-020226 — filed with the D.C. attorney general’s office returned all of those documents.
What was returned in FOIA R004148-020226 was nothing more than what was listed as required in the consent judgment. The new bylaws were not included. There was no mention of proposed/new bylaws in what the Foundation sent to the attorney general’s office.
Foundation leadership and legal representatives were contacted about this detail. They were asked to clarify if the bylaw change was “required and lawful,” singular. Or if the changes included changes that were “required” as well as what the Foundation states to be “lawful.”
“As you are aware we are in litigation with the NRA, any and all comments will have to come from our attorneys,” Foundation President Tom King wrote in an email reply. “Please contact Chris Oprison at DLA Piper.” Oprison was copied in the request for comment that King et.al. were sent.
There’s now proof of an actual bylaw change and it came from the Foundation’s filing(s). There’s also a public record of the original 1990 bylaws and the 2024 amended bylaws. As for the why? Currently there’s no direct and/or concrete answer as to why the Foundation trustees decided to cut the Board of Directors of the NRA out of the trustee selection process other than the statement that it was in the interest of maintaining the “Foundation’s independence. …”
All that’s on the record from the NRA Foundation are statements made by the Foundation after the filing, Foundation President Tom King twice declining to comment, and the motion to dismiss. Everything else has not been confirmed as valid — including what appears to be a “reputation repair” website. This is a developing story and updates will be provided as they come.
For a complete list of related articles and links on this topic please see:
- National Rifle Association Sues Sister Organization NRA Foundation
- NRA Foundation Responds to NRA's Lawsuit
- Why the NRA Is Suing Its Own Foundation
- 2026 NRA Board Candidates Point Toward Reformers: A Comprehensive Guide
- NRA’s EVP Hamlin Weighs in on Friends of the NRA Dinners
- Is the NRA Foundation in ‘Reputation Repair’ Mode?
- National Rifle Association Claps at NRA Foundation With Scathing Allegations
- Friends of NRA Program is Safe and There’s a Path Forward
- Website Registered Last Year a Sign the NRA Foundation Planned on a Split?
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