Public Notice of Proposed Bylaw and Governance Amendment
Aprovecho Research Center is an Oregon nonprofit corporation recognized as tax-exempt under Section 501(c)(3) of the Internal Revenue Code.
The organization’s current Articles of Incorporation and Bylaws identify one or more classes of voting members within the meaning of ORS Chapter 65 (Oregon Nonprofit Corporation Act). After diligent inquiry, the Board of Directors has determined that there are no known current voting members and that the organization has no records, contact information, or evidence of any individuals or entities presently holding membership rights.
Pursuant to ORS 65.161(3), if a nonprofit corporation has no members entitled to vote, all corporate powers are exercised by or under the authority of, and the affairs of the corporation are managed under the direction of, its Board of Directors.
Accordingly, the Board of Directors intends to consider and adopt an amendment to the corporation’s governing documents (including its Bylaws and its Articles of Incorporation) to:
- Remove all references to voting members or membership rights, and
- Confirm that Arpovecho Research Center shall henceforth be governed solely by its Board of Directors in accordance with Oregon law.
This notice is being publicly posted to provide an opportunity for any individual or entity who believes they currently hold voting membership rights in Aprovecho Research Center to come forward before the proposed amendment is adopted.
Any person asserting current voting membership rights must provide written notice and supporting information to the Board of Directors no later than December 19th, 2025.
Written notice may be submitted to:
Aprovecho Research Center
Attn: Board of Directors
PO Box 1175 Cottage Grove OR 97424
nordica@aprovecho.org
If no valid current voting members are identified by the stated deadline, the Board intends to proceed with the proposed amendment and continue the organization’s operations as a directorship nonprofit corporation under ORS Chapter 65.
Posted on: November 18th, 2025
By Order of the Board of Directors
Aprovecho Research Center