BYLAWS of the RAPTOR RESEARCH FOUNDATION, INC.
*Bylaw Revision Update 2019
The Raptor Research Foundation is a nonprofit organization. Nonprofit organizations operate under a legally binding set of rules called Bylaws which are, in a practical sense, an Operations Manual for the organization. Bylaws are drafted by the founders or directors of the entity under the authority of the entity’s Charter or Articles of Incorporation, and are updated as necessary.
It is a standard practice that Bylaws are reviewed by the Board of Directors of an organization on a regular basis. To be relevant, Bylaws should be amended to accurately reflect changes in how the organization operates. Many organizations change over time and it is critical for the Board to review and amend Bylaws on a regular basis so that they; 1) remain an effective tool of governance for the organization, and 2) are in compliance with current law. Further, the Internal Revenue Service of the United States of America, the nation in which the Raptor Research Foundation is incorporated, requires nonprofits to report substantial changes to its methods of operation as soon as practicable; minor changes must be reported at the next annual filing.
The Raptor Research Foundation Bylaws have not been reviewed or updated since 1993. The review of Bylaws is a 3-step process for RRF. First, the Bylaws Committee reviews and revises the Bylaws to bring them up to date to ensure legal compliance. Second, the recommended revision is submitted to the Board of Directors for review, revision, and approval. Third, the revised Bylaws must be approved by the Voting Membership.
The Bylaws committee has completed Step 1, and the Board of Directors completed Step 2 at the 2018 Annual Meeting. We are now planning for Step 3 whereby the RRF Membership will review the bylaws and vote for approval, or rejection. The Bylaws vote will be concurrent with the elections in summer 2019.
During Steps 1 and 2 outlined above, there were minor edits and substantive changes made by the Committee and Directors to improve consistency and clarity throughout the Bylaws.
An overview of substantive changes are as follows:
Article II Membership
• Changes in membership categories.
• Clarification regarding the new code of conduct and causes for termination.
• Clarification of passages several sections.
Article III Directors
• Clarification in verbiage throughout.
• Change to North American director positions to include Mexico.
• Change to Southern Hemisphere director position to no longer include Mexico.
• Updated information regarding terms of service and schedule for director positions.
• Revised and clarified guidance for Directors Meetings, Voting, etc. This was largely due to reflect an increasing use of electronic means for conducting RRF business.
Article IV Officers
• Clarifications regarding Officers duties and terms of service.
• Clarification regarding the conduct of a third-party financial review of RRF following any change in Treasurer.
Article V Regular membership meetings
• Revision of verbiage for clarity and consistency with how meetings are conducted and voting by membership is conducted.
Article VI. Publications
• Minor changes for clarification
• Substantial reduction in verbiage regarding resolutions for conciseness and clarity.
All other Articles.
• minor editing
The Raptor Research Foundation Bylaws Committee members are Clint Boal (chair), Rob Bierregaard, Jennifer Coulson, Mike Kochert, Joel (jeep) Pagel, and Brian Washburn.