Notes from May's NCCDL meeting with Philip van Cleave

Folks, I am VERY sorry it took me so doggone long to post these notes. Things have just been crazy around here which is why it's also been hard for me to schedule more OC dinners. If anyone would like to coordinate a Raleigh OC dinner for August, please post here or get in touch with me directly.

Here are the notes I took at the NCCDL kickoff meeting on 5/22/10. Philip van Cleave, President of VCDL, was in attendance along with Dennis O'Connor, a VCDL board member. These aren't in any particular order.

1. He mentioned that a good first goal for NC would be to gain complete preemption. We only have partial preemption now which means that municipalities like Cary can prohibit OC on public streets and sidewalks. VA got full preemption 6 years ago. Open and concealed carry is permitted on most state-owned property.

2. VA apparently requires a verbal warning to be given in addition to a "No Firearms" sign at the door. So I guess you're free to OC even if the store is posted and the owner has to ask you directly to leave?

3. VCDL was founded in 1994. They are organized as 2 entities: a non-profit and a PAC. The PAC can endorse candidates.

4. VA has several other gun rights organizations. All the groups do their best to work together.

5. Philip emphasized that their goal with VCDL is always to take the high road... never to resort to name calling, personal attacks, etc. especially when dealing with the press. Just present the facts calmly but firmly.

6. He suggested a postcard mailing might be a good way to put pressure on anti-gun holdouts in the GA. NCCDL would send pre-printed postcards to members and the members would just sign, stamp, and drop in the mail to their rep. in the GA.

7. He emphasized the importance of having a large database of people who can be notified to take action on various issues. He mentioned that the database of concealed carry permit holders is public and can be used as a source. VCDL has a database of 14,000 people. They have an electronic mailing list which they use for most of the alerts.

8. He emphasized that VCDL focuses strictly on firearm issues... not party affiliation, not taxes, not any other issues. Guns are it. This builds unity and enables the formation of a wide base of support.

9. VCDL holds rallies on an as-needed basis. Their big annual rally is on MLK's birthday and is called "Lobby Day." They rally at the state capital and introduce the various pro-gun bills for that session.

10. Having a presence at gun shows is very important. Most of their membership comes from there. Having dedicated coordinators for each gun show is critical, and treating each show as a "membership drive." Having announcements over the loudspeaker at the show that specifically mention pending legislation, etc. and direct people to the VCDL table.

11. Marketing is important. VCDL popularized the "Guns Save Lives" stickers. Philip stressed how important it is to have catchy slogans and lines to raise awareness among the general population. He suggested "Carry in Cary" for example.

12. They assemble and distribute a handout overview of pro-gun legislation for the current session and distribute it to their members.

13. He emphasized the importance of connecting with and building good relationships with reporters. "No press is bad press." He indicated that even negative press is getting the word out about VCDL, and has backfired on the anti-gunners many times. He said it's important to turn attacks from the press back against them by using their same quotes, etc.

14. In VCDL, the President is the spokesperson for the group. Nobody else speakers for the group. He said it's very important to control the messages your group is sending to the media and the general public. If there is no central spokesperson, it's very easy for inaccurate information about the group to get out.

15. VCDL runs with a 6-7 member Board of Directors. Prospective board members must be part of VCDL for 2 years or more before becoming eligible. They also have an Executive Board which is larger and more regional in nature.

16. I asked if phone calls or emails were more effective. He said both, but the key is to completely overwhelm the GA, whatever method is used. VCDL routinely shuts down the phone system with calls regarding bad legislation, etc. He said it makes a statement when you can get that many people calling or emailing about an issue.

17. He said it's important not to beg for money from members.

18. He said VCDL has a core group of active people who are in the group for the long-run. He said anytime you have a core group of people, some of them may be annoying, but to value them anyway and not to discount anything they say.

19. I asked about the issue of private businesses preventing carry on their premesis. He said VCDL submits the names of all anti-gun businesses to the Gun Unfriendly web site. This puts pressure on them to reverse their policies. They also have "No Guns, No Dollars" cards which can be handed out to owners. The cards explain the disadvantages to restricting carry on their property.

20. I asked for more detail on how to go about campaigning for full preemption. He said to take the approach that gun owners are law abiding, they want to obey the law, but they need a consistent set of laws. They don't want to have to use a map to figure out where they can and can't go, which municipalities have silly little rules, etc. A uniform set of laws would benefit everyone. He said to emphasize that NC is out of step with the many states that have full preemption.

21. VCDL surveys every candidate running for office. They post the results on their web site 3 days before each election.

22. In addition to the master electronic mailing list, they have smaller regional lists for specific parts of VA. They also have a list for the Executive Board. He suggested having several lists because sometimes there is sensitive communication that needs to happen strictly between board members.

23. He emphasized that it's important to record everything that goes on at meetings and events (audio or video). It may be needed later to prove things to the media when things are taken out of context.

24. VCDL's monthly regional meetings are open to the public. They have quarterly meetings of the Board of Directors.

25. He said to consider lawsuits against localities that are in violation of state law. Playing the state against the municipalities can be beneficial. The state often wants to have final say in things and can get ticked off if a municipality is perceived as ignoring or sidestepping their rules.

26. He mentioned letters to the editor as being critical for building public consensus. Having a small number of people whose only job is to write letters is a good way to go.

27. VCDL has a team of lawyers they regularly use. We should find out if these lawyers are also board certified in NC. Perhaps we could use their services and gain an advantage since they already work with VCDL and have already litigated many of the cases that also need to happen here in NC.

One final note: Linda and her husband were in attendance at the meeting. Philip gave them the VCDL bylaws (it was quite a thick stack of paper). Linda has been adapting them for our own needs. Hopefully she will post a copy here when ready.

Also, Linda researched how to get a list of CCW permit holders in the state. She contacted an attorney who said the CCW records are not public per se due to the people becoming targets of gun opposition folks. He said, however, we can ask each county for their list and it will be at the Sheriff's discretion as to whether they will release it or not. She is willing to pursue this for us.

That's all folks! Please discuss.

Seeking to compile a data base of CHP will result in opening a can of worms. If one group can do it so can another group and another group and another group and........ Demand to keep the privacy as is.... I can see all the law suits building even from the mere suggestion.....

Good Advice from a very successful grass roots leader

Most important is to take the high road and not get into public '******* contests' with allies or enemies.

Be clear and confident re facts and overwhelming in your support for RKBA - works every time.

Protect the org from saboteurs.

Here is the text of the By-Laws. Please review and feel free to post with comments, suggested changes or additions, or suggested deletions. Some of the language is statutory but most of it mirrors the By-Laws we received from Mr. Van Cleave. Thanks, Linda

BYLAWS OF NORTH CAROLINA CITIZENS DEFENSE LEAGUE
A NON-PROFIT CORPORATION


ARTICLE I

SECTION 1. NAME. The name of the organization shall be North Carolina Citizens Defense League.

SECTION 2. OFFICE. The principal office shall be at _________________________, [city name], North Carolina _______. The Corporation may also have such other offices within or without the State of North Carolina as the Board of Directors may, from time to time, designate, and as the business and affairs of the Corporation may require.

ARTICLE II
PURPOSES

SECTION 1. PURPOSES. The purposes for which the corpora¬tion is organ¬ized are:

(a) Exclusively religious, charitable, scientific, literary or educational within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986 or the correspond¬ing provision of any future United Stated Internal Revenue law; and

(b) Specifically, for the purposes set forth in its Articles of Incorporation which are filed with the North Carolina Secretary of State; and

(c) Generally, to engage in any lawful activity or activities for which corporations may be organized under Chapter 55A of the General Statutes of North Carolina subject to the limitations provided for in these Articles.

Notwithstanding any other provisions of these articles, this organization will not carry on any activities not permitted to be carried on by an organization exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or the corresponding provision of any future United States Internal Revenue law.

ARTICLE III
BOARD OF DIRECTORS

SECTION 1. GENERAL POWERS. Except as otherwise provided in the Articles of Incorporation or in these Bylaws, all the corporate powers shall be and are hereby vested in and shall be exercised by the Board of Directors. The Board of Directors may by general resolution delegate to committees of their own number such powers as they may see fit.

SECTION 2. NUMBER, TERM AND QUALIFICATIONS. The number of directors shall not be less than five (5) nor more than seven (7). Beginning with the commencement of the third fiscal year of the corporation, any natural person who has attained the age of twenty-one (21) years and has been a member in good standing of the corporation for two (2) years is eligible for membership on the Board. The Board of Directors shall be divided into three classes, as nearly equal in number as may be, to serve in the first instance of terms of one, two or three years, respectively, and until their successor shall be elected and shall qualify, and thereafter the successors in each class of directors shall be elected to serve for terms of three years and until their successors shall be elected and shall qualify. In the event of an increase or decrease in the number of directors, the additional or eliminated directorships shall be so classified or chosen that all classes of directors shall remain or become equal in number, as nearly as may be. No director may serve more than three consecutive full three year terms without rotating off the Board of Directors for a least one year.

SECTION 3. NOMINATIONS. At least twenty (20) days prior to the Annual Meeting of the Board of Directors, the Nominating Committee shall present to the Board of Directors a slate of nominees to be elected to serve on the Board of Directors at the Annual Meeting. Other candidates may be nominated by the Directors of the corporation from the floor to be added to those selected by the Nominating Committee provided that the nominee’s willingness to serve has been determined in advance of the nomination.

SECTION 4. ELECTIONS. Directors shall be elected at the Annual Meeting by a majority vote of the Directors present, provided, however, the Board of Directors of this corporation and/or its duly appointed Nominating Committee shall annually recommend the names of persons for election to the Board of Directors. In the event of the death, resignation, retirement, removal or disqualification of a member of the Board of Directors during their appointed term of office, their successor shall be elected and serve only until the expiration of the term of their predecessor. The Board of Directors shall have the power to temporarily fill, at its discretion, vacancies occurring on the Board of Directors by appointment.

SECTION 5. REMOVAL. Any Board member may be removed at any time with or without cause by action of the Board of Directors. If any director is so removed, a new director or directors, as the case may be, may be elected at the same meeting of the Board of Directors.

SECTION 6. EX OFFICIO MEMBERS. There may be such ex officio members of the Board of Directors as are elected by a majority vote of the Board of Directors at any meeting of such Board.

SECTION 7. CHAIRMAN OF THE BOARD OF DIRECTORS. The Chairman of the Board of Directors shall preside at all meetings of the Board of Directors and shall perform all other such duties as are incident to his/her office or may properly be required of him/her by the Board of Directors. He/She shall be, ex-officio, a member of all committees.

SECTION 8. CONFLICT OF INTEREST.

(a) A conflict of interest may exist when any director, officer or staff member may be seen as having interests which are adverse to the interests of the corporation, or which compensate the director, officer or staff member directly, or indirectly.

(b) Any conflict of interest shall be disclosed to the Board of Directors by the person concerned. When any conflict of interest is relevant to a matter requiring action by the Board of Directors, the interested person shall call it to the attention of the Board of Directors or its appropriate committee and such person shall not vote on the matter; provided, however, any Director disclosing a possible conflict of interest may be counted in determining the presence of a quorum at the meeting of the Board of Directors or a committee thereof.

(c) The person having the conflict shall retire from the room in which the Board or its committee is meeting and shall not participate in the final deliberation or decision regarding the matter under consideration. However, if requested by the Board or committee, that person shall provide the Board or committee with any or all relevant information.

(d) The minutes of the meeting of the Board or committee shall reflect that the conflict of interest was disclosed and that the interested person was not present during the final discussion or vote and did not vote. When there is doubt as to whether a conflict of interest exists, the matter shall be resolved by a vote of the Board of Directors or its committee, excluding the vote of the person concerning whose situation the doubt has arisen.

(e) A copy of this conflict of interest statement shall be furnished to each director, officer and staff member who is serving the corporation. This policy shall be reviewed periodically for the information and guidance of directors, officers and staff members. Any new directors, officers or staff members shall be advised of the policy upon undertaking the duties of office.

ARTICLE IV
MEETING OF BOARD OF DIRECTORS

SECTION 1. ANNUAL MEETING. An annual meeting of the Board of Directors of this corporation shall take place within one hundred twenty (120) days after the end of each fiscal year of the corporation on a date determined by the Board of Directors, at a place designated by the Chairman of the Board of Directors. Notice of the time and place of such meeting shall be given in writing at least two (2) weeks in advance, unless such actual notice is not required by the laws of the State of North Carolina or these Bylaws for the validity of the Directors' actions at such meeting.

SECTION 2. ATTENDANCE BY REMOTE COMMUNICATION. Any or all Directors may participate in a meeting by, or conduct the meeting through the use of, any means of communication by which all Directors participating in the meeting may simultaneously hear each other during the meeting. A Director participating in a meeting by this means is deemed present in person at the meeting.

SECTION 3. QUORUM. A quorum to transact business at any meeting of the Board of Directors shall consist of at least a simple majority in number of the members of the Board of Directors.

SECTION 4. REGULAR MEETINGS. The Board of Directors shall hold regular meetings at such times as are designated by the Chairman of the Board of Directors. At least ten (10) days advance written notice shall be given for each meeting, unless such actual notice is not required by the laws of the State of North Carolina or these Bylaws for the validity of the Directors' actions at such meeting.

SECTION 5. SPECIAL MEETINGS. Special meetings of the Board of Directors for a specific purpose may be called at any time by its Chairman or by the request of at least two (2) members of the Board of Directors. The specific purpose must be stated in the notice and no other business shall be transacted thereat. Unless actual notice is not required by the laws of the State of North Carolina or these Bylaws for the validity of the Directors’ actions at any such special meeting, notice must be given not less than three (3) days prior to any special meeting. Such notice may be given by any usual means of communication. Meetings shall be held at a place and at such time as shall be fixed by the Chairman or Board of Directors members calling the meeting.

SECTION 6. ATTENDANCE. All Board of Directors members are expected to attend all meetings.

SECTION 7. MANNER OF ACTING. Except as otherwise provided in these Bylaws, the act of the majority of the members of the Board of Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. If a quorum is present at the commencement of a Board meeting, the validity of the acts of the Board at that meeting cannot be defeated if the number of Directors thereafter present is reduced below the number which constitutes a quorum.

SECTION 8. PRESUMPTION OF ASSENT. A member of the Board of Directors of the corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his contrary vote is recorded or his dissent is otherwise entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a Director who voted in favor of such action.

SECTION 9. INFORMAL ACTION BY DIRECTORS. Action taken by a majority of the Board of Directors without a meeting is nevertheless Board of Directors action if written consent to the action in question is signed by all the members of the Board of Directors and filed with the minutes of the proceedings of the Board of Directors, whether done before or after the action so taken. A consent signed under this section has the effect of a meeting vote and may be recorded as such in any document. A Director’s consent to action taken without meeting or revocation thereof may be in electronic form and delivered by electronic means.

ARTICLE V
OFFICERS

SECTION 1. OFFICERS. Officers of the corporation shall consist of a President, a Secretary, and a Treasurer and other officers, including one or more Vice Presidents, as the Board of Directors may from time to time elect. The Board shall have the right to create such additional offices as it deems beneficial to the Corporation. Except for President, the Board has the right to combine offices into one, such as Secretary and Treasurer. No person may hold more than one office at the same time, except as noted above with Secretary/Treasurer.

SECTION 2. QUALIFICATIONS. Each Officer of the Corporation shall be a Regular or Executive Member of the Corporation, and shall not hold office in any organization having a purpose similar to any purpose of the Corporation.

SECTION 3. NOMINATIONS. In the event the Board of Directors has appointed a nominating committee to act, such committee shall present a slate of candidates for each office to be filled at least twenty (20) days prior to the Annual Meeting. Other candidates may be nominated by the Board of Directors from the floor to be added to those selected by the Nominating Committee provided that the nominee's willingness to serve has been determined in advance of the nomination.

SECTION 4. ELECTIONS. Officers shall be elected at the Annual Meeting of the Board of Directors by a majority in number of the members of the Board of Directors present. Officers shall assume their duties immediately after the Annual Meeting and shall serve for a one (1) year term and until their successors are duly elected and qualified, unless such terms are otherwise designated by separate resolution of the Board of Directors.

SECTION 5. REMOVAL. Any Officer may be removed upon an affirmative vote of a majority of the entire Board of Directors, whenever in its judgment, the best interests of the Corporation would be served thereby.

SECTION 6. PRESIDENT. The President shall be a director and serve as the Chairman of the Board of Directors, presiding at all meetings, shall make reports to the Board of Directors and shall perform all such other duties as are incident to his/her office or may properly be required of him/her by the Board of Directors. He/She shall be, ex officio, a member of all commit¬tees.

SECTION 7. VICE PRESIDENT. In the absence of the Chairman of the Board of Directors or in the event of his or her death, inability or refusal to act, the Vice-Chairman of the Board of Directors shall perform the duties of the Chairman of the Board of Directors, and when so acting shall have all the powers of and be subject to all the restrictions, as may be applicable, upon the Chairman of the Board of Directors. However, in the event of the death or incapacity of the President, a new President shall be elected as soon as possible by the Board of Directors.

SECTION 8. TREASURER. The Treasurer shall:

(a) have charge and custody of and be responsible for all funds and securities of the corporation; receive and give receipts for monies due and payable to the corporation from any source whatsoever; and deposit all such monies in the name of the corporation in such depositories as shall be selected in accordance with the provisions of these Bylaws;

(b) prepare, or cause to be prepared, a true statement of the corporation's assets and liabilities as of the close of each fiscal year, and a statement of the corporation's gross receipts and all expenses for such fiscal year, all in reasonable detail, which statements shall be made and filed at the corporation's registered office or principal place of business in the State of North Carolina within three (3) months after the end of such fiscal year and thereat kept available for a period of at least ten (10) years; and

(c) in general, perform all of the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him/her by the Chairman or by the Board of Directors, or by these Bylaws.

SECTION 9. SECRETARY. The Secretary shall:

(a) keep the minutes of the meetings of the Board of Directors and of all Board of Directors in one or more books provided for that purpose;

(b) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law;

(c) be custodian of the corporate records and of the seal of the corporation and see that the seal of the corporation is affixed to all documents the execution of which on behalf of the corporation under its seal is duly authorized; and

(d) in general, perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him/her by the Chairman or by the Board of Directors.

SECTION 10. ASSISTANT OFFICERS. Assistant Secretaries or Assistant Treasurers, as may be elected by the Board of Directors, shall perform the duties and exercise the powers of the Secretary or the Treasurer, respectively, in their absence, and shall perform such other duties incident to their office as may properly be required by the Board of Directors.

ARTICLE VI
EXECUTIVE COMMITTEE

SECTION 1. MEMBERSHIP. The Executive Committee shall initially consist of at least five (5) members, but no more than seven (7) members, including the Chair, Vice-Chair, Secretary and Treasurer, and the others of whom shall be elected from and by the Board of Directors. The Board of Directors may, by resolution, change the number of members on the Executive Committee. The names of nominees to fill any vacancy on the Executive Committee shall be published at least twenty (20) days prior to the meeting at which the election is conducted. Any Director shall be entitled to nominate a number of persons equal to the number of vacancies on the Executive Committee.

SECTION 2. OFFICERS. The Chair of the Board of Directors shall be Chair of the Executive Committee and preside at all meetings. The Vice-Chair of the Board of Directors shall be Vice- Chair of the Executive Committee and preside in the absence of the Chair.

SECTION 3. MEETINGS. Meetings of the Executive Committee shall be held at the call of the Chair, or at the call of the Vice-Chair and one other member of the Executive Committee. Notice of the time and place of any meeting of the Executive Committee shall, whenever practical, be provided by telephone, e-mail or telefax to all members at least twenty-four (24) hours prior to the time of the meeting. If notice is mailed, the notice must be mailed at least seventy-two (72) hours prior to the time of the meeting. Any member of the Executive Committee may provide written notice that he or she waives the notice requirements hereinabove set forth. Attendance by a member at any meeting of the Executive Committee shall constitute a waiver of notice of such meeting, except where such member attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

SECTION 4. QUORUM. A quorum of the Executive Committee shall consist of a majority of the members of the Executive Committee.

SECTION 5. POWERS. The Executive Committee shall have such powers and authorities as are expressly delegated to it by the Board of Directors, and those powers which are incidental to the expressly conferred powers, and necessary to enable the Executive Committee to exercise such expressly delegated powers and authorities.

SECTION 6. REPORT OF ACTIVITIES. The Executive Committee shall maintain minutes of its meetings and records of all actions taken by it outside its meetings, and shall promptly provide copies of such minutes to the Corporation’s Secretary, who shall forward copies to all Directors.

ARTICLE VII
STANDING COMMITTEES

SECTION 1. NOMINATING COMMITTEE. There shall be a Nominating Committee of at least three (3) members appointed by the Chairman and approved by the Board of Directors.

(a) The Nominating Committee shall nominate persons to fill all vacancies to be voted upon by the Board at its Annual Meeting. The Committee shall also present to the Board of Directors at the Annual Meeting of the corporation nominees for officers of the corporation and submit from time to time nominations to the Board of Directors for filling vacancies as they arise. In the event the Board of Directors by resolution increases the number of directors, the Nominating Committee shall nominate person(s) to fill the additional director(s) position(s) and the election will be held at the next regular Board of Directors meeting.

(b) The Nominating Committee shall make nomination after determining the willingness of the nominees to serve if elected to:

(i) Board of Directors
(ii) Chairman of the Board
(iv) Vice Chairmen
(v) Secretary
(vi) Treasurer
(vii) Executive Committee

SECTION 2. OTHER COMMITTEES. The President may establish such regular committees to assist in the performance of the duties of the Officers and the Board of Directors as the President considers appropriate.

(a) Number. The number of members of each regular committee shall be determined by the President. Members of each regular committee shall be appointed by the President and shall serve until resignation or removal by the President.

(b) Officers. The President may designate from among the members of each regular committee a Chairman, Vice Chairman and any other officers of each such committee as the President may determine. The Chairman, Vice Chairman and any other officers of each such committee shall have duties as the President prescribes.

(c) Vancancies. Vacancies in the membership of any committee shall be filled by the President.

(d) Quorum. Unless other provided in the order or resolution of the President designating a committee, a majority of the whole committee shall constitute a quorum and the act of a majority of the members present at the meeting at which a quorum is present shall be the act of the committee.

(e) Rules. Each committee may adopt rules for its own government not inconsistent with the Bylaws or with rules adopted by the Board of Directors.

(f) Powers. Each regular committee shall have such powers as the President may grant it consistent with law, the Articles of Incorporation, and the Bylaws.

(g) Action or Approval of Board of Directors. All powers delegated in this Section to the President are subject to approval or disapproval by the Board of Directors, and may be exercised by the Board of Directors (by an affirmative vote of a majority of the Board) at any regular or special meeting thereof.

SECTION 3. ADVISORY COMMITTEES.

(a) Purpose. The President may establish such advisory committees as the President considers appropriate. The purpose of all such committees shall be to advise the officers and the Board of Directors on such matters relating to the Corporation as the President designates.

(b) Number, Election and Term of Office. The number of members of each advisory committee shall be determined by the President. Members of each regular committee shall be appointed by the President and shall serve until resignation or removal by the President.

(c) Officers. The President may designate from among the members of each advisory committee a Chairman, Vice Chairman and any other officers of each such committee as the President may determine. The Chairman, Vice Chairman and any other officers of each such committee shall have duties as the President prescribes.

(d) Powers. Each advisory committee shall have such powers as the President may grant it consistent with law, the Articles of Incorporation, and the Bylaws.

(e) Action or Approval of Board of Directors. All powers delegated in this Section to the President are subject to approval or disapproval by the Board of Directors, and may be exercised by the Board of Directors (by an affirmative vote of a majority of the Board) at any regular or special meeting thereof.


ARTICLE VIII
INDEMNIFICATION

SECTION 1. RIGHT OF INDEMNIFICATION. To the fullest extent from time to time permitted by law, every person who at any time serves or has served as a director, officer, agents, and others who have served the Corporation by authority of the Board of Directors, or employees shall be entitled as a matter of right to be indemni¬fied by the corporation against liability and litiga¬tion expense, including reason¬able attorney fees, paid or incur¬red by such person in connection with any actual, threa¬tened, pending or completed claim, action, suit or proceeding, civil, criminal, adminis¬tra¬tive, investiga¬tive or other, whether brought by or in the right of the corporation or otherwise (herein called “claim”), in which such person may be involved, as a party or otherwise, arising out of such person's status as such or such person’s activities in any of the fore¬going capacities. “Liabil¬ity” shall include amounts of judg¬ments, excise taxes, fines, penalties, and amounts paid in settlement whether before or after any such claim is filed. The corporation will not indemnify any such person against such liability or litigation expense incurred on account of such person's activities which were at the time taken known or be¬lieved by such person to be clearly in conflict with the best interests of the corporation.

SECTION 2. RIGHT TO ADVANCEMENT OF EXPENSES. To the fullest extent from time to time permitted by law, the corporation will advance to such person litigation expenses, including reasonable attorneys fees, as incurred by such person in defend¬ing any such action, suit or proceeding in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such person to repay such amount unless it shall ultimately be determined that such person is entitled to be indemnified by the corporation against such expenses.

SECTION 3. RIGHT OF SUCH PERSON TO BRING SUIT. If a written claim for indemnification is made under this Article and such written claim is not paid in full by the corporation within thirty (30) days after such written claim has been received by the corporation, such person may at any time thereafter bring suit against the corporation to recover the unpaid amount of the claim, and, if success¬ful in whole or in part, such person shall also be entitled to recover to the fullest extent from time to time permitted by law from the corporation such person's reason¬able costs, expenses and attorney fees in connection with the enforcement of rights of indemnification granted herein. It shall be a defense to any such action that the conduct of such person was such that under North Carolina law the corporation would be prohibited from indemnifying such person for the amount claimed, but the burden of proving such defense shall be on the corporation. The Board of Directors of the corporation (or independent legal counsel appointed by the Board of Directors), within thirty (30) days after receipt of a written claim for indemnification shall take all such action as may be reasonably necessary to make a good faith determina¬tion as to whether such person is entitled to have the claim for indemnification paid; provi¬ded, however, such determination shall not be a defense to any action brought under this Section or create a presumption that such indemnifica¬tion would be prohibi¬ted by law.

SECTION 4. INSURANCE. The corporation may purchase and maintain insurance to protect itself and any such person against any such liability or expense asserted against or incur¬red by such person in any such capacity, or arising out of such person's status as such, whether or not the corporation would have the power to indemnify such person against such liability and expense by law or under the provi¬sions of this Article.

SECTION 5. INDEMNIFICATION AGREEMENTS. The corporation may enter into agreements with any such person, which agreements may grant rights to any such person eligible to be indemnified hereunder or create obligations of the corporation in furtherance of, differ¬ent from, or in addition to, but not in limitation of, those provided in this Article upon approval of the Board of Directors.

SECTION 6. NON EXCLUSIVITY, NATURE AND EXTENT OF RIGHTS. The rights of indemnification and advancement of expenses provi¬ded for in this Article (i) shall not be deemed exclusive of any other rights, whether now existing or hereafter created, to which those seeking indemnification may be entitled under any agree¬ment, bylaw or charter provision, vote of the Board of Directors, or any law or otherwise, (ii) shall be deemed to create contrac¬tual rights in favor of such persons entitled to indemni¬fication hereunder, (iii) shall continue as to such persons who have ceased to have the status pursuant to which they were entitled or were denominated as entitled to indemnification hereunder and shall inure to the benefit of the heirs and legal representatives of such persons entitled to indemnification, and (iv) shall be applica¬ble to claims made after the adoption hereof, whether arising from acts or omissions occurring before or after the adoption hereof.

SECTION 7. PARTIAL INDEMNIFICATION. If any such person is entitled under any provision of this Article to indemnifica¬tion by the corporation of a portion, but not all, of the liabil¬ity and litigation expenses resulting from an actual, threatened, pending or completed claim, the corporation shall nevertheless indemnify such person for the portion thereof to which such person is entitled.

SECTION 8. LIMITATION OF LIABILITY. To the fullest extent that the laws of the State of North Carolina in effect on the date of the adoption of this Bylaw or as thereafter amended permit elimination or limitation of the liability of any such person who at any time serves or has served as a director, officer or employee of the corporation, no such person shall be personally liable for monetary damages as such for any action taken, or any failure to take any action, as such. The provi¬sions of this Section shall be deemed to be a contract with each such person who serves as such at any time while these provisions are in effect and each such person shall be deemed to be serving as such in reliance on the provisions contained herein.

SECTION 9. SEVERABILITY. If any provisions of this Article shall be held to be invalid, illegal or unenforceable for any reason (i) such provision shall be invalid, illegal or unenforce¬able only to the extent of such prohibition and the validity, legality and enforceabil¬ity of the remaining provisions of this Article shall not in any way be affected or impaired thereby, and (ii) to the fullest extent possible, the remaining provisions of this Article shall be construed so as to give effect to the intent manifes¬ted by the provision held invalid, illegal or unenforce¬able.

SECTION 10. AMENDMENT, ALTERATION OR REPEAL. This Article may be amended, altered or repealed at any time in the future by a three fourths (3/4) majority of the entire Board of Directors of the corporation; and provi¬ded further, any such amend¬ment, altera¬tion or repeal of this Article which has the effect of limiting the rights granted under this Article shall operate prospectively only and shall not limit in any way the indemni¬fi¬cation provided for herein with respect to any action taken or failure to act, occurring prior thereto.

ARTICLE IX
AMENDMENTS

Amendments to these Bylaws can be made by the Board of Directors, in regular meeting assembled, either annual or special, with advance notice of at least 20 days, and if special, then the purpose of the meeting with the proposed amendment or amendments must be stated in the call; provided, however, the vote of two-thirds (2/3rds) of the members of the Board of Directors then in office shall be required to amend these Bylaws unless otherwise herein specified or required by law.

ARTICLE X
DISSOLUTION

Upon the dissolution of the organization, the Board of Directors shall, after paying or making provision for the payment of all of the liabilities of the organization, dispose of all of the assets of the organization exclusively for the purposes of the organization in such manner or to such organization or organizations under Section 501(c)(3) of the Internal Revenue Code of 1986 (or corresponding provisions of any future United States Internal Revenue law) as the Directors shall so determine. Any such assets not so disposed of shall be disposed of by the Superior Court of the county in which the principal office of the organization is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.

ARTICLE XI
MISCELLANEOUS

SECTION 1. DEBTS. No Officer, Committee, Director or employee may incur any expenses or obligation chargeable to the corporation except as authorized by the Board of Directors.

SECTION 2. SEAL. The seal of the corporation shall be circular in form and shall bear on its outer edge the words “Providence Place Management Co.” and elsewhere thereon the words and figures “corporate seal”, “2010” and “North Carolina”. The Board of Directors may change the form of the seal or the inscription thereon at pleasure.

SECTION 3. SALARIES. The majority of the Board of Directors will be non-salaried and will not be related to salaried personnel or to parties providing services to the corporation. Further, any salaried individual providing services to the corporation shall not have the ability to vote on their own compensation. The payment of any and all compensation by the corporation will be made by a majority vote of the Board of Directors

SECTION 4. INVESTMENTS. The corporation shall have the right to retain all or any part of any securities or property acquired by it in whatever manner and to invest and reinvest any funds held by it, according to the judgment of the Board of Directors, without being restricted to the class of investments which a member of the Board of Directors is or may hereafter be permitted by law to make or any similar restriction; provided, however, that no action shall be taken by or on behalf of the corporation if such action is a prohibited transaction or would result in the denial of the tax exemption under Section 503 or Section 504 of the Internal Revenue Code and its Regulations as they now exist or as they may hereafter be amended.

SECTION 5. FISCAL YEAR AND AUDITS.

(a) The fiscal year of the corporation shall be set by the Board of Directors.

(b) The books of the corporation and of its fiscal agent shall be audited annually as directed by the Board of Directors.

SECTION 6. NET EARNINGS. No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to, its members, trustees, officers or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in the purpose clause of the corporation’s articles of incorporation, as may be amended from time to time. No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of this document, the corporation shall not carry on any other activities not permitted to be carried on (a) by an organization exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or (b) by an organization, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code, or corresponding section of any future federal tax code.

SECTION 7. CONTRACTS, CHECKS, DEPOSITS AND FUNDS.

(a) Contracts. The Board of Directors may authorize any Officer or Officers, agent or agents of the Corporation, in addition to or in place of the Officers so authorized by the Bylaws, to enter into a contract or execute and deliver any instrument or documents in the name and on behalf of the Corporation, and such authority may be general or confined to specific instances.

(b) Checks, Drafts, and Similar Documents. All checks, drafts or orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by such Officer or Officers and/or agent or agents of the Corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors.

(c) Gifts and Contributions. The Board of Directors may accept on behalf of the Corporation any contribution, gift, bequest, or devise for the general purposes or for any special purpose of the Corporation. Such contributions, gifts, bequests, or devises shall be in conformity with the laws of the United States, the State of North Carolina, and any other relevant jurisdiction.

I'm not affiliated with GRNC, but I'm aware of them and wondering how NCCDL will be either similar or different to GRNC?

Thanks

I've been thinking a lot about that recently. It seems that GRNC has really kicked up their activity level in the last 6 months or so. One of the main motivators to getting Phil from VCDL down here was to stir things up a bit.

I think that TWO orgs trying to do the same thing is probably a TREMENDOUS waste of energy and resources. From what I've seen, GRNC seems to be more of the "old timers" in the NC 2A community, and it appears that this whole NCCDL idea is attacting a lot more of the "under 30" crowd. If perhaps we could create a sort of "shock troops" sub-section of GRNC--a group of younger, articulate, educated people to be a sort of "front line" group of people for press contact, PR, FTF contact for the GA, etc--but still a part of GRNC--then perhaps that might be what NCCDL ends up being.

It just seems liek a LOT of extra work to set up a separate org--electing officers, compiling mailing lists, registering as a 501.3c, etc, when GRNC has already done all that. Plus is seems to me to be a very poor utilization of the enthusiasm and "boots on the ground" to have a separate organization. I think a larger group, with some specifically "operational" sub-groups might be a better way to throw our weight around--with the public AND with the GA.

I'll talk to the folks at GRNC, and see if they are hip to this idea. It seems that we've got some GREAT ideas, some fresh minds, the willingness and ability to travel to events, and that is something that the "old guard" at GRNC doesn't have so much. They do great work--don't get me wrong, but they hav "lives" and families, and other obligations that sometimes prevent them from "showing up in force" to rallys, gun shows, and the General Assembly. We need a core group of enthusiastic, articulate people who can "show up" like VCDL does in VA on "Lobby Day". I'd LOVE to see a hundred OCers milling around in Raleigh on the opening day of the next session of the NC GA, like they do in VA.

I'm currently out of state, but when I get back (next week) I'll jump on this...

Nccdl

Dreamer et al.:

Glad to hear Phil laid things out so clearly. As he probably mentioned, both of us, among others, were trained by GOA State & Local in the 90s when it was run by Dennis Fusaro, who had identified serious problems with NRA State & Local. Dennis hired former Right to Work types at Sabre Communications, who trained a number of activists in legislative tactics. Most of those people continue to work together in a coalition of state orgs of which GRNC is a member. For reasons I don't know, Phil split away from the group.

With respect to GRNC "kicking up" its activity level, the answer is yes and no. In truth, what you have seen is pretty much what we have been doing since 1994. (Activity tends to ratchet up during election years and in the first year of the two-year legislative session.) What you pointed out to us, however, is that we have been remiss in *communicating* that. Hence, the use of opencarry.org and Carolina Shooters Forum.

As someone who has shephered the creation of two non-profits (GRNC and its sister org, Rights Watch International), I can attest to the fact that it both time-consuming and expensive to secure an IRS letter of exemption. (I hired a lawyer for the second one. Steve Simpson in Durham is very good, albeit expensive.) Indeed, our non-profit bulk mail permit was at first rejected, and was issued only upon intervention by then-Sen. Lauch Faircloth.

You are correct that GRNC's core activists tend to be over 40. We have actually sought a variety of ways to correct that, none of which has been completely successful. Meanwhile, open carry seems (happily) to have drawn a younger crowd. Accordingly, we are open to the sort of "operational sub group" you describe. It would benefit not only you and GRNC, but the future of the gun rights movement.

On the topic of "full preemption," be aware that you will be fighting the North Carolina Sheriff's Association and the North Carolina League of Municipalities -- both of which are entrenched and powerful lobbies with lots of money. If you go after it prematurely, the result will be exactly the opposite of what you seek: Not only will they kill the bill, the League will draft a "boilerplate" local ordinance, to restrict open carry, for passage by municipalities around the state.

Accordingly, I encourage all of you to get involved in election efforts to create a solid pro-gun majority in the NC General Assembly which will consider those sorts of initiatives.

For our part, GRNC plans to distribute 100,000+ "Remember in November" voter guides covering all candidates for state and federal office. Out political action committee, the GRNC Political Victory Fund, will be doing radio spots and mailings in selected target districts. Note: Whatever you do, DON'T use NRA ratings and endorsements to judge candidates. I could get into their many flaws, but that is a topic for another time.

If you can help GRNC distribute voter guides, please let me know.

Paul Valone

Dreamer and others.

Simply put, at least from my perspecitve, GRNC's persistant attacks and diatribes agianst NRA is a huge, huge turn-off. It shouldn't be a contest between one gun rights organization and another... but they don't seem to understand that. In fact the recent whinning about NRA actually motivated me to send them my membership fees... and to refrain from giving serious consideration to GRNC membership. When they demonstrate enough maturity to keep care of their own business instead of complaining about other organizations buisness I'll reconsider that decision.

I am with NCBOB on this. I want a 2a org that focuses on 2a. Not the petty stuff about how they are holier than NRA. Like we said in the beging we can change GRNC or make NCCDL.

So the question goes to Paul. Is the GRNC org able to change? It does seem that GRNC is stagnate. Would new blood bring about change? I would like to focus on defending and expanding 2a rights.

Lawmaker said:

I am with NCBOB on this. I want a 2a org that focuses on 2a. Not the petty stuff about how they are holier than NRA. Like we said in the beging we can change GRNC or make NCCDL.

So the question goes to Paul. Is the GRNC org able to change? It does seem that GRNC is stagnate. Would new blood bring about change? I would like to focus on defending and expanding 2a rights.

Click to expand...

Its pretty obvious that neither you nor NCBOB have a clue as to what is really going on in the General Assembly. GRNC stagnate?? Ask our wives or the trail of ex wives how stagnate we are.

Anytime a firearm related bill is being discussed in committee or on the floor there are SEVERAL GRNC Legislative team members lobbing members of the GA. These guys do it on their own dime and some burn vacation time to be there.

I could go on but would probably be wasting my time. If you have several hours a week to spare, get involved. We could use some good help.

cricketdad said:

Its pretty obvious that neither you nor NCBOB have a clue as to what is really going on in the General Assembly. GRNC stagnate?? Ask our wives or the trail of ex wives how stagnate we are.

Click to expand...

I didn't say a GD thing about GRNC and what they are or are not doing in the General Assembly. My complaint was about their seeming inability to post information, call for action in the form of letters or phone calls without including a slam of other 2A rights organizations.

I have no doubt they do some good. I just don't appreciate the barrage of BS about NRA and/or other organizations. "Disclosure act... Disclosure act... Disclosure act"... "NRA Rat bast.." YADDA YADDA YADDA... BLAH BLAH BLAH!!!!

That clear enough about why I have no interest in providing them with any finacial support?

To paraphrase Lawmaker's question, " think they can drop the immature political hyperbole about other 2A rights groups and actually concentrate on their own busness?"

NCBobD said:

I didn't say a GD thing about GRNC and what they are or are not doing in the General Assembly. My complaint was about their seeming inability to post information, call for action in the form of letters or phone calls without including a slam of other 2A rights organizations.

I have no doubt they do some good. I just don't appreciate the barrage of BS about NRA and/or other organizations. "Disclosure act... Disclosure act... Disclosure act"... "NRA Rat bast.." YADDA YADDA YADDA... BLAH BLAH BLAH!!!!

That clear enough about why I have no interest in providing them with any finacial support?

To paraphrase Lawmaker's question, " think they can drop the immature political hyperbole about other 2A rights groups and actually concentrate on their own busness?"

Click to expand...

If you want to know why we point out what NRA does wrong, get involved. When NRA supports anti gun legislation should we join them? NRA does a lot of good. Friends of the NRA does good. ILA makes deal and compromises. Ask the 185,000 vets that have lost their 2am rights. Disclosure.....when their internal memos were leaks showing they got exemption in exchange for not fighting Kagan, you think this was a good thing.

If you have a NC conceal carry permit, you almost lost reciprocity because of NRA involvement.

Your sold on NRA, fine, I was until I got tired of butting heads with them. When you are a no compromise organization that's what happens. I still cringe every time something bad comes out about NRA because I know people just refuse to believe they do any wrong.

Rant off, don't have time for this. We have and election coming up that is more important.

NCBobD said:

Dreamer and others.

Simply put, at least from my perspecitve, GRNC's persistant attacks and diatribes agianst NRA is a huge, huge turn-off. It shouldn't be a contest between one gun rights organization and another... but they don't seem to understand that. In fact the recent whinning about NRA actually motivated me to send them my membership fees... and to refrain from giving serious consideration to GRNC membership. When they demonstrate enough maturity to keep care of their own business instead of complaining about other organizations buisness I'll reconsider that decision.

Click to expand...

NCBobD

You are correct.

From the replies it appears some who critize would rather that no gun organization have a rightsof Discloure than for NRA to insure that at least one gun organization is able to. It must be acknowledged that the NRA has a far greater advantage to inform a far greater number of gun owners than any other gun organization. What we have is a national gun organization of a few million members' ability to support gun rights and keep the nation's population informed as opposed to no gun organization having a voice.

Do you get the feeling that some would rather sink the ship than labor with those who are capable of sailing it? It should never be about who captaiins the vessel but that all survive the ordeal. Gun owners are assured a national voice.

I am a member of both the NRA and GRNC. I see both sides of this issue, but allow me to say something to those who are upset w/ GRNC:

Pretty much all gun rights organizations across the country were upset with the NRA regarding the "Dissent" act, and not without reason.

The NRA has its merits and its faults. No activist organization can be all things to all people. That is where organizations like GRNC and VCDL come in. While the NRA is primarily focused on 2a issues on the national level, GRNC is fighting for your rights on the state level.

The NRA is not the organization that is fighting for castle doctrine legislation in NC. The NRA is not the organization that is lobbying to have restrictions removed that prohibit carrying in an establishment that serves alcohol. That's GRNC.

Don't look at it as an either/or thing. Do yourself a favor support BOTH GRNC AND the NRA.

Ruger said:

I am a member of both the NRA and GRNC. I see both sides of this issue, but allow me to say something to those who are upset w/ GRNC:

Pretty much all gun rights organizations across the country were upset with the NRA regarding the "Dissent" act, and not without reason.

The NRA has its merits and its faults. No activist organization can be all things to all people. That is where organizations like GRNC and VCDL come in. While the NRA is primarily focused on 2a issues on the national level, GRNC is fighting for your rights on the state level.

The NRA is not the organization that is fighting for castle doctrine legislation in NC. The NRA is not the organization that is lobbying to have restrictions removed that prohibit carrying in an establishment that serves alcohol. That's GRNC.

Don't look at it as an either/or thing. Do yourself a favor support BOTH GRNC AND the NRA.

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Hi Ruger, Glad to see that you get it. Support is nice however INVOLVEMENT is lots better.

If the people here on OC want to see Castle Doctrine legislation two things need to happen. Holliman has to go. He has been the hold up. Ross could have sent castle doctrine to a vote but Holliman would not make her, just the opposite. Last poll I saw he was losing.

Ross will be tough to near impossible to unseat. She still needs to have the crap scared out of her by a close race. There is a young girl running against her that can use lots of help. She may be at the GRNC table at the Raleigh gun show this weekend.

To the people that want to form NCCDL: GREAT, but, you don't have to get all the paperwork and organizing done before you can do something. Get together and see what you can do to unseat these two people. Contact their campaigns. Offer help. Put boots on the ground for them. After the election get organized and get ready to hit the General Assembly when they start up again next year.

Ruger said:

I am a member of both the NRA and GRNC. I see both sides of this issue, but allow me to say something to those who are upset w/ GRNC:

Pretty much all gun rights organizations across the country were upset with the NRA regarding the "Dissent" act, and not without reason.

The NRA has its merits and its faults. No activist organization can be all things to all people. That is where organizations like GRNC and VCDL come in. While the NRA is primarily focused on 2a issues on the national level, GRNC is fighting for your rights on the state level.

The NRA is not the organization that is fighting for castle doctrine legislation in NC. The NRA is not the organization that is lobbying to have restrictions removed that prohibit carrying in an establishment that serves alcohol. That's GRNC.

Don't look at it as an either/or thing. Do yourself a favor support BOTH GRNC AND the NRA.

Click to expand...

Ruger very well stated, I agree. Each has their expertise and work. All should work for the same cause, freedom.