Learn about bylaws, committees, and sponsors.
"Great things are done by a series of small things brought together"
Vincent van Gogh
As the IRKA continues to expand internationally, the Rhino Buddies program is a great opportunity for members outside North America to have an avenue to communicate new ideas or voice logistical challenges while also having another point of contact. I believe we can all gain from seeing how each region manages their collective rhino species relative to their available space, dietary differences / availability, husbandry and climate constraints.
Currently in its infancy, we are also looking to expand the Rhino keeper buddies program. This entails connecting keepers via email / skype to allow some international or new keepers that otherwise may not have alot of contacts an opportunity to liaise & discuss relevant rhino husbandry information, learn about other countries and share ideas.
If you are interested in becoming a rhino buddy, can speak a second language or know someone that may benefit from the program, please contact Reese Brewer at CBrewer@white-oak.org.
NAME AND LOCATION
The name of this organization is The International Rhino Keeper Association, hereinafter referred to as “IRKA”. The address of the IRKA is 581705 White Oak Road, Yulee, Florida 32097-2145. The meetings of Members and Directors shall be held at such places or by such means as may be designated by the IRKA Board in accordance with these Bylaws. The IRKA Board may change the principal address at any time.
Section 1. “Member” shall mean those persons or entities entitled to membership based on the following categories and subject to the qualifications outlined in ARTICLE IV.
Professional: Professional Members shall be persons who have actively participated and work in training, husbandry, research, and/or management of any of the 5 species of rhinoceros for at least 2 years, within the last 4 years. Professional Members shall have the right to vote, hold elective office, chair, and serve on committees.
Supporting Professional: Supporting Professional Members shall be individuals who while in a management position or other professional level, indirectly participate in the training, husbandry, and/or management of rhinoceros in accordance with the objectives and purposes of the IRKA, and does not otherwise qualify as a Professional Member. Supporting Professionals shall not have the right to vote or hold elective office, but may serve on select committees.
Associate: Associate Members shall be persons interested in the conservation of any of the five species of rhinoceros. Associate Members shall not have the right to vote, hold elective offices, or chair and serve on committees.
Supporting Institution: Supporting Institutions shall be a conservation organization, or zoological institution, which supports rhinoceros conservation in accordance with the objectives and purposes of the IRKA.
Corporate Sponsor: Corporate Sponsors shall be any corporation that does not qualify for Supporting Institution Membership, yet supports rhinoceros conservation in accordance with the objectives and purposes of the IRKA.
Voting: Voting Members shall refer to Professional Members.
OBJECTIVE AND PURPOSES
Section 1. The IRKA is a nonprofit organization, and is not organized for the private gain of any person. The objectives of this organization shall be:
To promote and advance the profession of rhinoceros husbandry;
To promote research of all five species of rhinoceros including but not limited to behavior, training, husbandry and management;
To promote conservation issues relative to all five species of rhinoceros;
To increase communication and support professional development by and between rhinoceros keepers worldwide;
To disseminate accurate and scientifically based information regarding all five species of rhinoceros;
To assist with fundraising for rhinoceros conservation projects and programs;
To help in the conservation of all species of animals, paying particular attention to rhinoceros.
Section 1. Qualifications: Membership in the IRKA shall be limited to the categories of membership defined in Section 1 of ARTICLE II above subject to the following.
General Requirements: Any individual, institution, society, related organization or corporation making proper application and willing to abide by the Bylaws, and all other rules and regulations of the IRKA, may be considered for membership and approved by the IRKA Board, provided they meet the requirements set forth in various sections of ARTICLE IV. Appointed members of the IRKA Board who will determine the appropriate classification of membership for the applicant will review applications for membership.
Professional Membership: All members in Professional classifications must be reviewed periodically to determine if they continue to qualify for their current classification. Professional Membership can be maintained if there is no break in payment of dues to the organization, and the member has had Professional status maintained for 5 years.
Code of Ethics. Each member of the IRKA shall abide at all times with the established code of ethics of the IRKA, which may be periodically reviewed, modified, and officially adopted by the organization.
Section 2. Dues and Services: The IRKA Board will determine the dues for each classification of membership as stated in ARTICLE II of the Bylaws. Typically dues will vary according to membership classification. The assignment of voting and office-holding privileges is fixed in ARTICLE II of the Bylaws, and can only be modified by 2/3 vote of the Board of Directors.
Payment of dues: Membership dues shall be billed and paid as determined by the IRKA Board.
Maintenance of Professional Membership Status: The Professional Member can maintain Professional Membership status, even if the Professional Member no longer meets requirements, if there is no break in maintenance of dues as is set forth in ARTICLE IV, section 1 (b).
Section 3. Termination of Membership: The membership of any member shall terminate upon the occurrence of any of the following events:
The resignation of the Member;
The death of the Member;
The failure of any Member to pay the dues within the time limits set by the IRKA Board;
Expiration of the membership term;
Expulsion for good cause upon finding that the Member has conducted himself, herself, or itself in a manner contrary to the best interest of the IRKA.Procedure of Expulsion: Following a finding by the IRKA Board that there is good cause to believe that any member should be expelled under part 3(e) above, the following procedures shall be implemented.
Notice: A notice shall be sent by mail (prepaid, first class, or registered) or electronically to the most recent address of the Member as shown in the IRKA records, setting forth the intended expulsion and the reasons therefore. Such notice shall be sent not less than fifteen days before the proposed effective date of expulsion. If being sent via email, a printed copy of the notice, showing the email address, time and date of when it was sent, shall be entered into the IRKA records.
Hearing: The member being expelled shall be given an opportunity to be heard at his, her or its option, either orally, in writing, or via email, at a hearing to be held not fewer than five days before the effective date of the proposed expulsion.
Suspension of Rights: The member’s rights may be suspended pending investigation of the cause for expulsion.
Section 4. Transfer of Memberships: No member may transfer a membership or any right arising from it. All rights of memberships cease upon termination of the membership as set forth in ARTICLE IV section 3.
Section 5. Meeting of Members: The IRKA Board will cause to be organized a business meeting of all Members in conjunction with a Workshop conducted for the purpose of sharing and disseminating information relative to the Organization’s objectives, or as otherwise determined by the Board.
MEETING OF VOTING MEMBERSHIP
Section 1. Meetings: The meeting of the Voting Members shall be the same date and place as the meeting of all members described in Section 5 of ARTICLE IV of these bylaws. For the purposes of annual and special meeting requirements, a meeting may be held via email, online, or fax and shall consist of messages and ballots to all members, whether in the same geographic location or not, in a manner such that each Member has the opportunity to participate during specified hours. The votes allowed at such meetings shall be acceptable only if received within specified hours, as stated in the official notice to all Members, and as evident by the time and date of each vote.
Section 2. Special Meetings: The President may call Special Meetings of the Voting membership of this organization when he or she deems it for the best interest of the organization. Or at the request of (50%) of the Members of the Board of Directors or (51%) of the Voting Members of the organization, the president shall cause a Special Meeting to be called but such request must be made in writing at least fifteen (15) days prior to the requested date. Notices of such meeting shall be mailed or emailed to all members at their addresses as they appear in the membership roll book at least 15 days before the scheduled date set for such a meeting. Such notice shall state the reasons that such meeting has been called, the business to be transacted at such meeting and by whom it was called.
No other business but that specified in the notice may be transacted at such Special Meeting unless there is unanimous consent of all at such meeting.
Section 3. Notice of Meetings: Written notice of each meeting of the Voting Members shall be given by or at the direction of the IRKA Board by sending such notice, by mail, postage prepaid, or email, not less than ten days nor more than ninety days before such meeting to the Member’s address or email address last appearing on the books of the IRKA or supplied by such a member for the purpose of notice. The notice shall specify the place, day, and hour of the meeting, and in the case of Special Meeting, the nature of the business to be undertaken. Notice for Special Meetings shall be set forth as in the timeframe of Section 2.
Section 4. Quorum: In any vote of the membership taken by mail, email, or at any meeting, a quorum shall be (10%) of Voting Members. Voting Members present, in person, or by proxy may adjourn the meeting due to a lack of quorum to another time, but may not transact any other business. An adjournment for lack of a quorum shall be to a date not less than two days and not more than thirty days from the original meeting date. If a time and place of the adjourned meeting is not fixed by those in attendance at the original meeting or if for any reason a new date is fixed for the adjourned meeting after adjournment, notice of the time and place of the adjourned meeting shall be given to Voting Members in the manner prescribed for the meetings in Section 3 above.
Section 5. Proxies: At all meetings of Voting Members, each vote entitled to be cast may be cast in person or by proxy. All proxies shall be in writing and filed with the IRKA Board. Every proxy shall be revocable and shall automatically cease upon attendance by the Voting Member at any meeting, or by participation via email, online, or fax by the Voting Member under circumstances where email is being used for voting or meeting purposes.
Section 6. Voting:
Eligibility to Vote: Persons entitled to vote at any meeting of members shall be Voting Members as of the date of the meeting determined by the IRKA Board.
Manner of Casting Votes: Voting may be by voice or written ballot, cast in person or sent by mail, online, or email. At all meetings, except for the election of officers and directors, all votes shall be by voice. For election of officers, confidential ballots shall be provided. At any regular or special meeting if a majority so requires, any question may be voted upon in the manner and style provided for election of officers and directors. At all votes by ballot the chairman of such meeting shall, prior to the commencement of balloting, appoint a committee of three who shall act as “Inspectors of Election” and who shall, at the conclusion of such balloting, certify in writing to the Chairman the results of balloting. A copy on the certified results shall be physically affixed to the minutes of that meeting. No inspector of election shall be a candidate for office or shall be personally interested in the question voted upon.
Only Majority of Voting Members Represented at Meeting Required: Unless otherwise specified. If a quorum is present, the affirmative vote of the majority of the Voting Members represented at the meeting entitled to vote and voting on any matter shall be required for approval.
Board of Directors: Term of Office
Section 1. Number of Directors: The Board of Directors shall consist of not less that nine members, nor more than eleven members and a majority of the full Board of Directors shall constitute a quorum at any meeting of the Board of Directors.
Section 2. Founding Board:
Founding Board Members: As of the date of adoption of these bylaws (Filing date 10/25/08) the Founding Board of Directors shall be the following Professional Members. Adam Felts-President, Jane Kennedy-Vice President, Vickie Steele-Treasurer, Wendy Shafstall-Secretary, Lance Aubrey, Christine Bobko, David Clawson, David Guerkink, Paige McNickle, Randy Pairan, Derek Whethersford-Board Members. Advisor to the Board shall be Dr. Susie Ellis. The Advisor to the Board shall not be a voting member of the Board.
Acknowledgements: Rebecca Greiser is recognized for her dedication to the IRKA. Special recognition is given to Dr. Tom Foose, posthumously, for his extraordinary contributions to the creation of this organization.
Section 3. Term of Office: Each Member of the Board of Directors shall be elected for a term of three years, and shall serve for the elected term and until a replacement is elected and accepts election. If the Director resigns, is removed from office, or otherwise vacates the office prior to expiration of their term the vacated position need not be filled. The Board will be elected in staggered terms, as decided upon by the founding Board of Directors.
Section 4. Removal: Members of the Board of Directors may be removed from the Board by the vote (by secret written ballot) of 51% of the Voting Members. So long as not less than nine Board Members remain in office, the nomination and election rules set forth in ARTICLE VI section 4 shall apply. In the event that less than nine Board Members remain in office, a special election shall be immediately held at the same meeting to fill vacancies up to nine Board Members, provided that at least a majority of the Voting Members are present, or participating under the provisions of ARTICLE V section 2, and the notice of the meeting to the Voting Members specifies that there will be a vote to remove current Directors and an election of members to the Board of Directors.
The Board may remove an officer only by 2/3 vote of the Board.
Section 5. Nomination and Election of Directors:
An advisory committee as allowed in Article IX of these Bylaws shall make nominations for election to the Board of Directors of the IRKA. The advisory committee shall act under guidelines prescribed by the Board of Directors. Selection of Directors shall be without regard to race, sex, creed, religion, nor national origin.
Any Professional Member in good standing may submit nominations (other than those made by the advisory committee) for another Professional Member in good standing in a manner determined by the chairperson. Nominations received must be accompanied by the written endorsement of at least one Professional Member in good standing, who must not work at the same institution as that of the nominee.
No more than 2 Members of the Board may be from the same institution. No more than one Member from an institution may be a member of the Executive Committee. No less than 7 members of the Board must be Professional Members who regularly perform keeper duties within their respective institution.
The chairperson of the advisory committee shall notify each nominee of his/her selection. The chairperson shall secure in writing, or in email, the nominee’s consent to have his/her name placed in nomination as a candidate.
The election of members of the Board of Directors shall be by secret written, online, or email ballot, no later than ninety days prior to the business meeting for election of officers. The Chairperson shall oversee the preparation of the official ballot and enclosures, and send them by mail, or email to all Professional Members in good standing. Each Voting Member shall mark his/her ballot and send it postmarked, or dated no later than thirty days prior to the business meeting. The ballots shall be returned to and tabulated by the advisory committee in a manner determined by the Chairperson.
Simple majority shall elect members of the Board of Directors of the IRKA. In the event of a tie, the President shall be called upon to cast an additional vote. In such instances the Chairperson of the advisory committee shall telephone the President to obtain the vote.
MEETINGS OF BOARD OF DIRECTORS
Section 1. Annual Meeting. Associated with each meeting of Voting Members and annually, the Board of Directors shall hold a regular meeting for the purpose of organization, election of officers, and the transaction of other business. Notice of this meeting shall not be required.
Section 2. Place of Meetings. Meetings by Telephone or by Email: The Board of Directors, at any place or any time, may designate regular meetings of the Board of Directors.
Section 3. Other Regular Meetings: Other regular meetings of the Board of Directors shall be held without call at such times (as shall from time to time be fixed) set by the Board of Directors. Such regular meetings may be held without special notice.
Section 4. Special Meetings:
Section 5. Quorum: A majority of the full Board of Directors shall constitute a quorum for the transaction of business. Every act or decision done or made by a majority of the Directors present or participating, at a duly held meeting at which a quorum is present shall be regarded as the act of the Board.
Section 6. Action Without Meeting: Any action required or permitted to be taken by the Board of Directors may be taken without a meeting if all Members of the Board, individually or collectively, consent in writing, or email, to the action. Such action by written or email consent shall have the same force and effect as a unanimous vote of the Board of Directors. Such written or printed electronic media message consent or consents shall be filed with the minutes of the proceedings of the Board.
POWERS AND DUTIES OF THE BOARD OF DIRECTORS
Section 1. Powers:
General Corporate Powers: Subject to the provisions of the Non-profit Corporation Law and any limitations in these Bylaws relating to the actions required to be approved by the Professional Members, the business and affairs of the IRKA shall be managed, and all corporate powers shall be exercised, under the Board of Directors.
Specific Powers: Without prejudice to these general powers, and subject to the same limitations, the Directors shall have the power to:
Select and remove all Officers as described in ARTICLE IX; prescribe any powers and duties for them that are consistent with these Bylaws;
Change the principal executive office or the principal business office;
Adopt, make and use a corporate seal; prescribe the forms of membership certificates, if any; and alter the form of the seal and certificate;
Borrow money and incur indebtedness on behalf of the IRKA and cause to be executed and delivered for the IRKA’s purposes, in the corporate name, promissory notes, debentures, and other evidence of debt and securities;
Enter into contracts.
Annual Report: The Board shall cause an annual report to be prepared and made available, to the Members not later than one hundred twenty days after the close of the IRKA’s fiscal year. Such report shall contain in appropriate detail the following;
The assets and liabilities, including the trust funds, of the IRKA as of the end of the fiscal year;
The principal changes in the assets and liabilities, including trust funds, during the fiscal year;
The revenue or receipts of the IRKA, both unrestricted and restricted to the particular purposes, for the fiscal year;
The expenses and disbursements of the IRKA, for both general and restricted purposes during the fiscal year.
Section 2. Restrictions: The Board of Directors shall be prohibited from taking any of the following actions, except with the vote or written assent of at least two-thirds of the Members of the Board of Directors.
Paying compensation to Members of the Board of Directors or to officers of the IRKA for services performed in the conduct of the IRKA’s business; provided, however, that the Board may cause a Member or officer to be reimbursed for expenses incurred in carrying on the business of the IRKA.
Appointment of any persons to the Board of Directors on an interim basis to fill a vacancy on the Board until the position can be filled at a duly held election made by the Voting Members of the IRKA, except as set forth in ARTICLE VI, section 3.
Section 3. Executive Committee: The Executive Committee of the Board as defined in ARTICLE IX section 4 of the Bylaws will act for and on behalf of the Board of Directors between meetings of the Board. It shall hold periodic meetings and will be governed by the rules applicable to the Board of Directors generally as set forth in these Bylaws in respect to action at meetings and by written consent.
Section 4. Certification of Committees: From time to time, the Board of Directors will establish rules for the organization, operation, and termination of committees. At any duly held meeting of the Board of Directors, the Board may certify committees of volunteer members who meet the requisites for such committees established from time to time by the Board of Directors. The Board of Directors, at its discretion, may establish advisory committees as may be required to carry out the objectives of the IRKA.
Section 5. Committee Requirements:
Unless otherwise specified in this Article IX, the incoming president shall annually appoint the chairpersons of all committees subject to approval by a simple majority of the Board.
Unless otherwise specified in this ARTICLE IX, committees will function in accordance with rules and regulations set forth by the Board. All committee work is subject to the approval of the Board.
OFFICERS AND THEIR DUTIES
Section 1. Enumeration of Officers: The Officers of the IRKA shall be: a President, a Vice President, a Secretary, and a Treasurer. These Officers must be Members of the Board of Directors. No officer may be elected to serve more than two consecutive full terms in an office.
Section 2. Term: The President, Vice President, Secretary, and Treasurer shall each serve a term of three years.
Section 3. Special Appointments: The Board of Directors may elect such other officers as the affairs of the IRKA may require, each of whom shall hold office for such period, have such authority, and perform such duties as the Board may, from time to time, determine.
Section 4. Executive Committee: The Executive Committee shall consist of the officers of the IRKA, each officer having been elected and serving terms in the manner described in this ARTICLE IX. The Executive Committee will act for and on behalf of the Board of Directors between meetings of the Board (ARTICLE VIII, Section 3).
Section 5. Election of Officers: The election of officers shall take place at the first meeting of the Board of Directors following each meeting of the Members.
Section 6. Removal and Resignation: Any officer may be removed from office, with cause by 2/3 vote of the Board, having been given reasonable notice to be heard. Any officer may resign at any time by giving written notice to the Board, the President, or the Secretary.
Section 7. Vacancies: A vacancy of any office shall be filled according to the guidelines set forth below. Officers appointed will serve until the next regular election of officers, and may stand as candidates for regular terms.
In the event of a vacancy in the office of the President, the Vice President shall become President.
In the event of any vacancy caused by or creating circumstances other that those described, the vacated office may be filled by a majority vote of the remaining Members of the Board.
Section 8. Duties: The officers shall perform the usual duties of their offices and such other duties as are in concert with these Bylaws as determined by a majority vote of the Board.
President: The President shall preside at all meetings of Members and the Board of Directors; see that orders and resolutions of the Board are carried out; and sign documents and written instruments on behalf of the IRKA. The President shall be an ex officio member of all committees without the right to vote.
Vice President: The Vice President shall act in place and stead of the President in his/her absence, inability, or refusal to act.
Secretary: The Secretary shall record the votes and keep minutes of all meetings of the Board and of the Members; serve notice of meetings of the Board and of Members; and keep current records showing the Members of the IRKA together with their address.
Treasurer: The Treasurer shall receive and deposit in appropriate bank accounts all monies of the IRKA; disburse such funds as directed by resolution of the Board of Directors; and keep proper books of account.
BOOKS AND RECORDS
The membership register, the books of account and the minutes of meetings of the Members and of the Board of Directors and of committees of the Board of Directors shall be made available for inspection and copying by any Member of the Organization or by his duly appointed representative for all purposes reasonably related to such Member’s interest as a Member. The place where said items shall be made available for inspection by the office of the IRKA, or such other location, shall be as the Board may prescribe. The member desiring to make the inspection shall give at least seven days written notice to the custodian of the records desiring to be inspected.
Amendments to these Bylaws may either be recommended to the membership by a majority vote of the Board of Directors or as a petition submitted by at least 10% of the total number of Voting Members. The proposal for an amendment must then be approved by at least 2/3 of the total number of Voting Members at which time it shall become effective as an amendment to these Bylaws.
LOGO TYPE AND SEAL
The IRKA shall have a logotype of such design as determined by the Board of Directors. The Board of Directors shall determine its use and it shall not be used otherwise.
DISSOLUTION OF CORPORATION
The property of this corporation is irrevocably dedicated to charitable purposes and no part of the net income or assets of this corporation shall ever inure to the benefit of any director, officer or member thereof or to the benefit of any private person.
Upon the dissolution or winding up of this corporation, its assets remaining after payment, or provision for payment, of all debts and liabilities of this corporation shall be distributed to a nonprofit fund, foundation or corporation which is organized and operated exclusively for charitable purposes and which has established its tax exempt status under Section 501(c)(3) of the Internal Revenue Code. It is the intention and preference of the corporation that the International Rhino Foundation receives such distribution to further its exempt purpose if then eligible.