ZRA News
2017 Notice of New Business – Special Meeting
February 06, 2017 Dear ZRA Members,This communication serves as the official thirty (30) day prior written Notice of new business to be presented at the Special Meeting on Wednesday, 8 March 2017 from 12:00 p.m. to 2:00 p.m. eastern. Details on how to log in to the special meeting will be forwarded to the membership from the ZRA Board of Directors.
Three new Bylaws amendments were submitted prior to the 2016 ZRA Annual Business Meeting, along with the one amendment held-over from 2015. The amendment held- over from 2015 has been withdrawn by the original submitters and will not be up for discussion or voting. The three amendments submitted in 2016 will be presented for debate and voting.
The Bylaws Committee is also presenting to the membership for debate and voting, Phase I of the Bylaws Revision project. The Committee has identified the following areas needing immediate attention in order to help the association function and increase flexibility: Article V, Sections 2A, 4 and 5; Article X; and Article XII.
The Detailed Business Plan for the proposed Zoological Registrar Training Certificate Program will also be presented for debate and voting.
The documents in their entirety, which includes the justification or reason for the amendments and revisions, and the Business Plan and its supporting documents, are posted on the website under Governance, Documents for Annual Business Meeting. You must first be logged in as a member to view these documents. The Bylaws Committee and Professional Development Committee strongly suggests the membership view these online documents prior to the Special Meeting.
Respectfully submitted,
Emily Mattox
Chairman, Bylaws Committee
Registrar, Disney’s Animals, Science & Environment
Respectfully submitted,
Rae Lynn Haliday, CRM
Chairman, Professional Development Committee
Registrar, Saint Louis Zoo
Bylaws Amendments
The following bylaws amendments have been submitted by the ZRA membership and will be presented for debate and voting:
Article IV, Section 2, (#D) on Page 3
Proposed amendment:
To amend Article IV, Section 2 (#D) by inserting “verified” after “…the names of the” and before “candidates to…”; “electronically or” after “A vote shall be done” and before “by mail and…”; and “by” after “…shall be distributed” and before “and returned to…”.
Current wording:
Registrar Emeritus. The designation of Registrar Emeritus denotes a position of honor obtained after retiring. Candidates may be proposed by any Professional category member to the Membership Services Committee for verification of qualifications.
The Membership Services Committee shall present the names of the candidates to the Professional category members for a vote. The vote shall be done by mail and the ballots shall be distributed and returned to the Membership Services Committee. A candidate who receives a two-thirds (2/3) vote, with at least one-third (1/3) of Professional category members casting votes, shall become Registrar Emeritus. Once voted in, the member remains a Registrar Emeritus for life and pays no dues. Registrar Emeritus members may serve on committees and may serve in a leadership role in a committee. Registrar Emeritus members may neither hold office nor vote on any business other than that of committees of which they are members.
Proposed wording:
Registrar Emeritus. The designation of Registrar Emeritus denotes a position of honor obtained after retiring. Candidates may be proposed by any Professional category member to the Membership Services Committee for verification of qualifications.
The Membership Services Committee shall present the names of the verified candidates to the Professional category members for a vote. The vote shall be done electronically or by mail and the ballots shall be distributed by and returned to the Membership Services Committee. A candidate who receives a two-thirds (2/3) vote, with at least one-third (1/3) of Professional category members casting votes, shall become Registrar Emeritus. Once voted in, the member remains a Registrar Emeritus for life and pays no dues. Registrar Emeritus members may serve on committees and may serve in a leadership role in a committee. Registrar Emeritus members may neither hold office nor vote on any business other than that of committees of which they are members.
Article VIII, Section 1 on Page 9
Proposed amendment:
To amend Article VIII, Section 1 by adding at the end “If any vacancies exist, the entire Board of Directors shall consist of all officers currently serving.”
Current wording:
Section 1. Board Composition. The President, the Vice-President, the Secretary, the Treasurer and three Directors shall constitute the Board of Directors.
Proposed wording:
Section 1. Board Composition. The President, the Vice-President, the Secretary, the Treasurer and three Directors shall constitute the Board of Directors. If any vacancies
exist, the entire Board of Directors shall consist of all officers currently serving.
Article VIII, Section 3 on Page 9
Proposed amendment:
To amend Article VIII, Section 3 by striking out “Four (4)” and inserting “Sixty (60) percent of the” and “entire” in front of Board of Directors.
Current wording:
Section 3. Quorum. Four (4) members of the Board of Directors shall constitute a quorum. All actions of the Board of Directors shall be subject to the orders of the
Professional category members and none of its acts shall conflict with actions taken by the Professional category members.
Proposed wording:
Section 3. Quorum. Sixty (60) percent of the members of the entire Board of Directors shall constitute a quorum. All actions of the Board of Directors shall be subject to the orders of the Professional category members and none of its acts shall conflict with actions taken by the Professional category members.
Bylaws Revision
The following bylaws revision has been submitted by the ZRA Bylaws Committee and will be presented for debate and voting:
Article V, Section 2A on page 5
Current wording:
A. Nominations for office shall be made by any Professional category member, in writing, to the Chairman of the Nominations and Elections Committee and post- marked no later than sixty (60) days prior to the annual business meeting. The Nominations and Elections Committee shall select candidates based on the criteria outlined in the Standing Rules and shall select no more than three candidates for each position.
Proposed wording:
A. Nominations for office shall be made by any Professional category member, electronically or in writing, to the Chairman of the Nominations and Elections Committee no later than sixty (60) days prior to the annual business meeting. The Board may extend the nominations period at the recommendation of the Nominations and Elections Committee, should the need warrant. The Nominations and Elections Committee shall select candidates based on the criteria outlined in the Standing Rules and shall select no more than three candidates for each position.
Committee justification:
The way this section is currently worded is inaccurate to how the association is currently operating (nominations submitted by post). The ZRA website currently fuctions as an electronic notice to the Nominations & Elections Committee. The Bylaws Committee also recognizes that there is, on occasion, an operational need for the extension of the nomination period.
Article V, Section 4 on page 6
Current wording:
Section 4. Terms of Office. All Officers shall assume their offices at the close of the annual business meeting at which they are elected.
A. The President shall serve for two years. A member is ineligible to serve as President again until after five years from the close of the annual business meeting marking the completion of his term.
B. The Vice-President shall serve for two years and then become President.
C. Secretary and Treasurer shall serve for two years or until their successors are elected.
D. The Directors shall serve for two years or until their successors are elected.
E. A member may serve three terms on the Board of Directors, either consecutively or non-consecutively, as an Officer or a Director. After such time a member is ineligible to run for office again for a total of five years
from the close of the annual business meeting marking the completion of his third term.
Once a five-year waiting period has been met, a member may begin the service cycle again and serve another three terms either consecutively or non-consecutively.
Proposed wording:
Section 4. Terms of Office. All Officers shall assume their offices at the close of the annual business meeting at which they are elected.
A. The President shall serve for two years. A member is ineligible to serve as President again until after four years from the close of the annual business meeting marking the completion of his term.
B. The Vice-President shall serve for two years and then become President.
C. Secretary and Treasurer shall serve for two years.
D. The Directors shall serve for two years.
E. Except as listed in Section 5, a member may serve three terms on the Board of Directors, either consecutively or non-consecutively. After such time a member is ineligible to run for office again for a total of four years from the close of the annual business meeting marking the completion of his third term.
Once a four-year waiting period has been met, a member may begin the service cycle again and serve another three terms either consecutively or non-consecutively.
Committee justification:
The waiting period has been lowered from five (5) years to four (4) years in order to allow those members who wish to serve the organization the ability to do so. The wording has also been adjusted slightly due to confusion regarding the time-frame of certain positions.
Article V, Section 5 on page 7
Current wording:
Section 5. Vacancies.
A. If the Presidency becomes vacant, the Vice-President shall assume the office. If less than twelve (12) months remain in the President’s term at the time of the vacancy, the Vice-President shall serve that period and then assume a full two-year term as President. If more than twelve (12) months remain in the President’s term at the time of the vacancy, the Vice- President shall serve the remainder of the term, which shall be considered a full two-year term.
B. If less than twelve (12) months remain in the Vice- President’s term at the time of succession to the Presidency, the Board of Directors shall appoint a previous President, Officer or Director to serve as Vice-President for the remaining term. (See Article VIII, Section 4.) If more than twelve (12) months remain in the Vice-President’s term at the time of vacancy, the Board of Directors shall appoint a previous President, Officer or Director to serve as Vice-President for the remainder of the first year of the term, and shall schedule an election for Vice-President for the second year of the term.
C. If an Officer (other than President or Vice-President) or a Director position becomes vacant, with less than 6 months remaining in the term, the remaining Board of Directors shall fill the position by appointment until the next scheduled election. (See Article VIII, Section 4.) If an Officer (other than President) or Director position becomes vacant with more than 6 months remaining in the term, a special election shall be held to fill the remaining term of the vacancy. The election process shall begin within fifteen (15) days of the commencement of the vacancy.
Proposed wording:
Section 5. Vacancies.
A. Members filling vacancies must meet all qualifications that would be necessary for election by the membership. Appointees and special electees shall serve for the remainder of the vacant officer’s term but may then stand as candidates for regular terms. The Board of Directors may select a previous officer as an appointee.
B. If the Presidency becomes vacant, the Vice-President shall assume the office. If less than twelve (12) months remain in the President’s term at the time of the vacancy, the Vice-President shall serve that period and then assume a full two-year term as President. If more than twelve (12) months remain in the President’s term at the time of the vacancy, the Vice- President shall serve the remainder of the term, which shall be considered a full two-year term. In the event the Vice-President position is vacant at the same time as the Presidency, the remaining Board of Directors shall fill the Presidency by appointment or by special election as determined by the Board of Directors.
C. If less than twelve (12) months remain in the Vice-President’s term at the time of vacancy, the Board of Directors shall fill the position by appointment for the remaining term. If more than twelve (12) months remain in the Vice-President’s term at the time of vacancy, the Board of Directors shall fill the position by appointment for the remainder of the first year of the term, and shall schedule a special election for Vice-President for the second year of the term.
D. If an Officer (other than President or Vice-President) or a Director position becomes vacant, the remaining entire Board of Directors shall fill the position by appointment or by special election as determined by the Board of Directors.
Committee justification:
While it is the Bylaws Committee’s hope that more ZRA members will become involved in leadership to fill vacant positions, we feel these changes will better serve the organization and allow the Board to be more flexible if they encounter unexpected vacancies.
Article X on page 13
Current wording:
Parliamentary Authority. The rules contained in the current edition of Robert’s Rules of Order Newly Revised shall govern ZRA in all cases to which they are applicable and in which they are not inconsistent with these bylaws and any special rules of order that it may adopt.
Proposed wording:
Parliamentary Authority. The Board of Directors shall be the final authority in interpretations of the bylaws and standing rules of ZRA. The rules contained in the current edition of Robert’s Rules of Order shall govern ZRA in all cases not provided for in law or in its bylaws or standing rules.
Committee justification:
This revision gives the Board the authority to interpret the bylaws and standing rules for operational needs. It also allows for detailed procedures to be captured in the standing rules rather than the bylaws so that the organization can be more flexible for future needs.
Article XII on page 13
Current wording:
Amendments. These bylaws may be amended by a two-thirds (2/3) vote of the membership at the annual business meeting. Any proposed amendments shall be submitted to the Chairman of the Bylaws Committee in writing sixty (60) days prior to the annual business meeting. Notice of final proposed amendments to the bylaws shall be sent to all Professional category members electronically or by US Postal service thirty (30) days prior to the annual business meeting.
Proposed wording:
Amendments. These bylaws may be amended by a two-thirds (2/3) vote of the voting membership. Any proposed amendments shall be submitted to the Chairman of the Bylaws Committee in writing. Notice of final proposed amendments to the bylaws shall be sent to all members thirty (30) days prior to the voting period. Discussion shall occur during this thirty (30) day period in accordance with the Bylaws Committee Standing Rules. Voting shall then be opened and conducted for a period of time as determined by the Board of Directors.
Committee justification:
Removing voting from the Annual Business Meeting allows the organization to conduct other business during this time. This also allows all voting members to have their voice heard with regards to the way the organization operates.
Previous Entries