At the regularly scheduled general membership meeting on October 13, 2026, the RARS Board of Directors intends to propose a resolution to amend the Bylaws dated January 25, 2000, and the Articles of Amendment Nonprofit Corporation, approved on October 3, 2000 (the “Articles of Incorporation”) to (1) reduce the quorum requirement for membership meetings, (2) de-couple committee leadership from Board service, (3) clarify that email counts as “mail” anywhere the Bylaws say that something has to be sent by mail, and (4) delete the redundant provisions from the Articles of Incorporation.

The proposed amendments, along with some explanatory material, are set forth below. For a fuller explanation, please see the President's Message starting on page 3 of the May 2026 issue of the EXciter. The text of the resolution the Board intends to propose is here.

If the necessary quorum is not present at the October membership meeting, the vote on the resolution will be adjourned until such a time as a quorum is present at a regularly scheduled membership meeting.

Amendments to the Bylaws

1. Quorum

Membership in RARS has more than doubled¹ since the Bylaws were adopted in 2000. It has become increasingly difficult to attain the necessary quorum to conduct Society business. The Board proposes amending the Bylaws to reduce the quorum requirement to 5% of members eligible to vote.

1. Current Language


2. Proposed Amendment

The first paragraph of Section 6 - QUORUM TO CONDUCT BUSINESS of the Bylaws is hereby amended by deleting “ten percent (10%)” and replacing it with “five percent (5%)” so that it reads as follows in its entirety:

“Notwithstanding other provisions of the By-Laws, five percent (5%) of the FULL voting membership must be present at a regularly scheduled meeting to be considered a quorum.”

2. Committee Chairs

The Board proposes amending the Bylaws so that members who want to serve the Society as committee chairs but do not necessarily want to take on the obligations of a director can.

1. Current Language



2. Proposed Amendments

The first paragraph of Section 4 - BOARD OF DIRECTORS of the Bylaws is hereby amended by deleting the second-to-last sentence and by deleting “at large” from the last sentence, so that the paragraph reads as follows in its entirety.

“The Society shall have a board consisting of no less than seven directors. The officers of the Society shall serve as directors of the Society and the election of Society officers shall also constitute the election of those officers to the Board of Directors. In addition, the immediate past president shall serve as a member of the Board of Directors. Additional directors may be nominated and elected to the Board.”

Section 9 – COMMITTEES of the Bylaws is hereby amended to read as follows in its entirety:

“From time to time, the Board may designate individuals or create committees and appoint members as committee chairs to oversee or perform the various Society activities. Such individuals and the chairs of such committees shall not thereby become members of the Board unless also nominated and elected to the Board by the FULL membership.”

3. Dissolution

The Board proposes deleting the Dissolution provision from the Bylaws because it is a required provision in the Articles of Incorporation and therefore unneccessary and confusing to have it also in the Bylaws.

1. Current Language




2. Proposed Amendment

Section 16 - DISSOLUTION of the Bylaws is hereby deleted in its entirety.

4. Interpetation (Email)

The Board proposes adding a provision to the Bylaws to make it clear that email is a permitted form of official communication to the members.

Proposed Amendment

The Bylaws are hereby amended by adding a new Section 16 – INTERPRETATION, as follows:

“Section 16 – INTERPRETATION

“All references to ‘mail’ and its grammatical variants in these Bylaws include email addressed to the email address in members’ profiles.”

Amendment to the Articles of Incorporation

The Board proposes amending the Articles of Incorporation to delete all the provisions from the attachment titled Additional Articles of Incorporation that are redundant with the Bylaw and leave in the one additional provision (Dissolution) that must be there.

Proposed Amendment

The Additional Articles of Incorporation are hereby deleted in their entirety except for the final section, titled DISSOLUTION.

Footnotes

1. Membership stood at 272 on February 15, 2000. See the Board Meeting Minutes for February 2000 on page 7 of the April 2000 issue of the EXciter. As of August 4, 2026, RARS had 607 members eligible to vote.