RAFINO/RAFINCO Merger Update

As we approach Reunion 2016 this October, it is important to update our membership with the status and direction of the merger of RAFINO and RAFINCO into a single organization.

Background

October 2014

As you may recall, at our last reunion, in response to surveys of memberships showing a merger was heavily favored, the two organizations chartered a group to come up with a plan of action to accomplish the merger. That group produced their recommendations and the two boards (the "joint board") began the process of implementing those recommendations.

April 2016

Joint Board Resolution

The two boards agreed in April 2016 on a Joint Resolution of Dissolution and Combination , which outlines in detail the concept of the operation. The resolution's major points are summarized in this fact sheet . One of the points in that joint resolution, the merger of the membership databases of the two organizations will happen in early September, after which all members of both organizations will be able to manage their roster data on the RAFINO website (just as the officers have done since 2011).

Governing ByLaws

The Joint Resolution calls for the bylaws that will govern the new organization to be sourced from and combined out of the bylaws of RAFINO and RAFINCO. The two organizations' bylaws were almost completely identical save for the obvious differences between references to NCOs vs Officers and Warrant Officers. So the boards agreed to amend the RAFINO bylaws to become the bylaws of the new organization. Most of the amendments made addressed the changes in membership and terminology. Some additional changes were made to clean up and clarify some ambiguities in the original bylaws, to reflect and codify decisions made over the last 30 years by the boards, and to implement the key recommendations of the joint Merger Committee.

A summary of the amended bylaws are available at this link. The annotated, detailed amendments are found at this link and the unannotated "clean" copy of the Proposed ByLaws is available at this link.

Member Approval Ballot

In April of 2016, both organizations sent out mail ballots to active members with attachments explaining the merger and a postcard ballot to be marked, signed, and returned for tallying the vote (Approve: yes or no).

The RAFINO (and RAFINCO) ballot package consisted of:

1. Cover Letter
2. RAFINCO Founding Fact Sheet
3. Summary of ByLaws Changes
4. Summary of Merger
5. 4x6 self-addressed, postcard ballot

Recent Developments

July 2016

Merger Ballot Results - "YES" By a Landslide

The deadline for voting closed on 20 July 2016. The responses from those who voted were overwhelmingly in favor of the new bylaws, the Articles of Merger, and the merger of the two organizations. Of those voting, the responses in RAFINO were 96% "Yes"; the responses in RAFINCO were 92% "Yes". In both organizations the number of those who did not return ballots was insufficient to change the outcome (i.e., even if all non-voters came back "NO" the overall result would still be "YES").

Joint Nominating Committee for New Board of Officers

Once the balloting results confirmed an overwhelming mandate from the memberships, the joint boards appointed a nominating committee to come up with the slate of candidates for the elected officers, as defined in the bylaws. The nominating committee will identify/collect nominations of individuals for the elected offices, in accordance with the bylaws.

Any active RAFINO/RAFINCO member can and is encouraged to contact the committee with their nomination (or self-nomination), providing that the nominee is, indeed, ready and willing to serve if elected.

As of this date, no nominations have surfaced for the elective positions of VP-Membership (one for commissioned and one for NCO) and Corresponding Secretary. The membership VPs actively seek out new members; the corresponding secretary publishes periodic newsletters and manages communications with the membership. If you know of a member who is interested in serving in one of these roles, please nominate him or her (of course, with their agreement and permission).

Nominations must be of candidates who are willing to serve in the office for which nominated and they must be consistent with the bylaws - e.g., nominating an officer for VP or an NCO for President would not be consistent with the rotational scheme as outlined in the bylaws and articles of merger.

Nominations should be made via email to any of the committee members NLT 25 SEP 2016.

The members of the nominating committee are:

• COL Mo Denny (Chair) (modenny99@aol.com)
• MSG Harry Miller (hrmiller90@q.com).
• SGM Stan Gillaspie (sgillaspie@yahoo.com)

August 2016

Joint Board - Interim Officers

IAW the Article 4 of the Articles of Merger, the "Joint Board" has determined among themselves a set of "placeholder" executives (President, VP, and Secretary/Treasurer). These "placeholder" executives exist solely to conduct the organizational meeting of the new, merged RAFINO up through the election of the formal slate of officers.

The interim, "placeholder" officers are:

• Interim President: LTC Robby Robson
• Interim Vice-President: CSM Jeff Green
• Interim Secretary/Treasurer: MSG Harry Miller

Business Meetings at the Reunion

October 2016

Merger Implementation

The merger will be formally implemented at the Joint meeting during the 2016 Reunion in Las Vegas.

The implementation will involve adoption by the presidents of each predecessor organization of the Articles of Merger in a pro-forma process laid out in Article 7 of the Articles. (click Here for the full Articles of Merger).

Agenda for Business Meetings, 15 Oct 2016

• RAFINO and RAFINCO Meetings: With memberships of both organizations present in the room, each current president calls his "meeting" to order and passes the control of both meetings to the procedural officer. IAW the Articles of Merger, the procedural officer is Harry Miller. Harry then executes the Articles of Merger, following the script therein. As soon as the current presidents sign the Articles of Merger, the new Organization comes into being and the predecessor organizations are no longer. Harry then calls for the ratification of the interim ("placeholder") officers (as previously agreed upon by the boards of the two current organizations).
• First Meeting of the New Organization: The new interim president opens this meeting immediately after the being ratified. Interim secretary records the minutes of this meeting, which should adhere to the following agenda.
  • ByLaws: Ratify the bylaws as previously amended.
  • Officers: take nominations from the nominating committee
  • Election: take the vote of the members on the nominated candidates
  • New President Presides: The interim president passes the gavel to the new president. For continuity, the interim Secretary continues taking minutes
  • Presentations: conduct the additional presentations (Chief of the Corps, Update on IPPS-A, Reunion 2018 Update and Future Reunions)
  • Adjourn: adjourn the meeting