BYLAWS OF INTERNATIONAL RHINO KEEPER ASSOCIATION

ARTICLE I

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 3605 E. Bougainvillea Ave. Tampa, FL 33612. 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.

ARTICLE II

DEFINITIONS

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 are employed to work in training, husbandry, research, and/or management of any of the rhinoceros species within the last 4 years. Professional Members shall have the right to vote, hold elective office, chair, serve on committees, and are eligible to receive scholarships.
Associate: Associate Members shall be persons interested in the conservation of any of the five species of rhinoceros. Associate Members may serve on select committees, but shall not have the right to vote, hold elective offices or chair committees.
Retired Professional: Retired Professional shall be persons who have been IRKA

Professional members in good standing for a period of 5 years or more, and have actively participated and worked in training, husbandry, research, and/or management of any species of rhinos for at least 10 years. Retired professionals may vote, chair and serve on select committees. They are not eligible for scholarships but will receive Professional rate at the RKW and are able to join the behind-the-scenes tours at RKW but shall not have the right to hold elective office.

Conservation Partner: Conservation Partners shall be a conservation organization, or zoological institution, which supports rhinoceros conservation in accordance with the objectives and purposes of the IRKA.
Conservation Sponsor: Conservation Sponsors shall be any corporation that does not qualify for Conservation Partner Membership yet supports rhinoceros conservation in accordance with the objectives and purposes of the IRKA.
Voting Members: Voting Members shall refer to Professional and Retired Members.

ARTICLE III

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:

Promote professional expertise to develop and share the best practices for managed rhino care and contribute to conservation.
To promote research of all rhinoceros species including but not limited to behavior, training, husbandry and management.
To promote conservation issues relative to all rhinoceros species.
To increase communication and support professional development by and between rhinoceros keepers worldwide.
To disseminate accurate and scientifically based information regarding all rhinoceros species.
To assist with fundraising for rhinoceros conservation projects and programs.

ARTICLE IV

MEMBERSHIP

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 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.
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.

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.

1. 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 electronic device, a printed copy of the notice, showing the electronic address, time and date of when it was sent, shall be entered into the IRKA records.

2. 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 electronic device, at a hearing to be held not fewer than five days before the effective date of the proposed expulsion. If the member chooses to be orally heard by the IRKA Board or Board appointed Ethics Committee the member shall incur the costs associated with such hearing.

3. 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 for the purpose of sharing and disseminating information relative to the Organization’s objectives, or as otherwise determined by the Board. This meeting may be held electronically.

ARTICLE V

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 electronically, 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 or electronically at least fifteen (15) days prior to the requested date. Notices of such meeting shall be mailed or electronically mailed 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 electronically mailed, not less than ten days nor more than ninety days before such meeting to the Member’s address or electronic 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, electronic mail, 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 electronic mail, online, or fax by the Voting Member under circumstances where electronic mail 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 or electronically. For the election of officers and directors all votes shall be by confidential ballot. 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.
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.

ARTICLE VI

BOARD OF DIRECTORS: TERM OF OFFICE

Section 1. Number of Directors: The Board of Directors shall consist of not less than nine members, nor more than thirteen 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:

a. 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 Weatherford-Board Members. Advisors to the Board shall be Dr. Susie Ellis. The Advisor to the Board shall not be a voting member of the Board.

b. 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 Board of Directors.

Section 4. Removal: Members of the Board of Directors may be removed from the Board by the vote (by secret written or electronic 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.
Nomination and Election of Directors: 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. 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.
The chairperson of the advisory committee shall notify each nominee of his/her selection. The chairperson shall secure in writing, or in electronic mail, 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 electronic mail 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 electronically to all Professional Voting Members in good standing. Each Voting Member shall mark his/her ballot and send it postmarked, or electronically dated according to the dates set for the election. 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. If the President is involved in a tie, a tiebreaking vote by the Vice President, Treasurer or Secretary in that order. In such instances the Chairperson of the advisory committee shall telephone or electronically notify the President to obtain the vote.

Section 6. Advisors. Advisors will have no voting rights and will be added or removed at the discretion of the Board of Directors.

ARTICLE VII

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 Electronic mail: 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:

Authority to Call: The President, the Secretary, or a simple majority of Directors may call special meetings of the Board of Directors for any purpose at any time.

Notice:

Manner of Giving: Notice of the time and place of Special Meetings shall be given to each Director by one of the following methods: (a) by personal delivery of written notice (b) by first class mail, postage paid (c) by telephone, either directly to the Director, or to a person designated by a Director who would reasonably be expected to communicate such notice promptly to the Director (d) electronically. All such notices shall be given or sent to the Director’s mailing address, electronic address, or telephone number as shown in the records of the IRKA.
Time Requirements: Notices sent by first-class mail shall be deposited into a United States mail box at least seven days before the times set for the meeting. Notices given by personal delivery, telephone, or electronically shall be delivered at least seventy-two hours (three days) before the time set for the meeting. Except in the event that a meeting is set within 72 hours, as much time as is possible shall be given.
Notice Contents: The notice shall state the time and place of the meeting and the business to be conducted at the meeting.

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 electronically, to the action. Such action by written or electronic 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.

ARTICLE VIII
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;
1. 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 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.

ARTICLE IX

OFFICERS AND THEIR DUTIES

Section 1. Enumeration of Officers: The Officers of the IRKA Board 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. Any Officer may resign at anytime by giving written, or electronic, notice to the Board or Directors, President, Secretary or the Executive Board.

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 Board, 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 than 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; keep proper books of account; and be responsible for all tax filings.

ARTICLE X

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. The requesting member shall incur all costs for copying and mailing of requested material.

ARTICLE XI

AMENDMENTS

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.

ARTICLE XII

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.

ARTICLE XIII

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.