+- Punaweb Forum (https://punaweb.org/forum)
+-- Forum: Punaweb Forums (https://punaweb.org/forum/forumdisplay.php?fid=3)
+--- Forum: Free Non Classifieds (https://punaweb.org/forum/forumdisplay.php?fid=14)
+--- Thread: BYLAWS OF Revision? (/showthread.php?tid=4365)
BYLAWS OF Revision? - mik3hal3 - 04-19-2007
BYLAWS OF
MAINSTREET-PAHOA ASSOCIATION
MISSION STATEMENT
The mission of Mainstreet-Pahoa is to enhance the economic vitality and improve the quality of life in the community.
PREAMBLE
The corporation shall be organized exclusively as a business league within the meaning of Section 501©(6) of the Internal Revenue Code of 1986, as amended, for the purpose of improving the business climate, encouraging business growth and promoting the common business interests of the Pahoa community. In carrying out this purpose, the corporation may engage in any and all lawful activities for which nonprofit corporations may be incorporated under Chapter 415B (414D) of the Hawai‘i Revised Statutes.
The corporation shall have all powers, rights, privileges and immunities permitted or provided to nonprofit corporations under Chapter 415B(414D), Hawai‘i Revised Statutes, as amended, and all other applicable laws.
ARTICLE I
NAME AND NON-PROFIT CHARACTER
SECTION 1.1 Name
The name of The Corporation is Mainstreet-Pahoa Association, hereinafter referred to as “The Corporation”.
SECTION 1.2 Non-profit Character
The Corporation shall be a non-profit corporation, and any net income or earnings derived from its operations shall not be distributed to any member, director, or officer of The Corporation except to pay reasonable compensation for services rendered to The Corporation.
ARTICLE II
PRINCIPLE OFFICE
SECTION 2.1 Principal Office
The principle office of The Corporation shall be within the State of Hawai‘i, where The Board of Directors, hereinafter referred to as “The Board,” shall determine.
SECTION 2.2 Place of Meetings
All meetings shall be held at a place and time determined by The Board. Any meeting or special meeting of The Board may be held by telephone conference or similar communications equipment if the action to be taken is discussed by all members of the board. The action must be evidenced by one or more written consents describing the action taken, signed by each director, and included in the minutes filed with the corporate records reflecting that action taken and will be effective when the last director signs the consent, unless the consent specifies a different effective date.
SECTION 2.3 Rules of Order
The rules contained in the current edition of Robert’s Rules of Order Newly Revised shall govern all meetings of The Corporation to which they are applicable and in which they are not inconsistent with these bylaws and any special rules of order The Board may adopt.
SECTION 2.4 Fiscal Year
The fiscal year and the accounting year of The Corporation shall be the calendar year.
SECTION 2.5 Partnership Agreements
The Board may enter into contracts, agreements or understandings, either written or informal, with the County of Hawai‘i or other government entities or public service organizations to carry out its purpose, in the role of a volunteer partner. When there is a conflict between such an agreement and these bylaws, the requirements of the partner agency shall prevail, in order to insure The Board’s status as a volunteer.
ARTICLE III
MEMBERS
SECTION 3.1 Eligibility for Membership
Any person, association, firm, partnership or corporation interested in the purpose of The Corporation shall be eligible to become a member of The Corporation.
SECTION 3.2 Election to Membership
Every applicant for membership shall file an application with The Board in such form as The Board may prescribe. All applicants shall be elected to membership upon receiving a majority vote of The Board to appoint them to membership.
SECTION 3.3 Termination of Membership
Any member may resign from membership upon written notice to The Board; and no refund of any balance of membership fees or dues shall be forthcoming. Any member who is not current in their dues will no longer be considered an active member.
The Board, by a vote of a majority of the directors, may expel any member upon thirty days prior written notice to the member that:
(a) The member has violated any provision of these Bylaws or any other duly promulgated rule or regulation of The Corporation and fails to cure such violation within such 30-day period or
(b) The member has been found by The Board to be conducting business in violation of accepted business and industry practices and fails to correct such violation within such 30-day period.
Any member who has received notice of expulsion may request a hearing before The Board, which request shall suspend expulsion until the later of the date originally set for expulsion or the date on which a final determination is reached under the terms of this section. The Board shall, upon receipt of a request for a hearing, permit the member to appear before it and to present argument and evidence on his or her behalf. The Board shall consider such information and shall notify the member of its decision in writing.
SECTION 3.4 Notice of Meetings
Notice of all meetings, including an agenda, shall be delivered at least 7 days prior to the date of said meetings.
SECTION 3.5 Annual Meeting
The annual meeting of the members shall be held at a time and place to be determined by The Board.
SECTION 3.6 Special Meetings
Special meetings of the members may be held at any time upon the call of the President or a majority of The Board.
SECTION 3.7 Quorum
At any meeting of members to which proper notice has been given, twenty-five percent (25%) of members present in person shall constitute a quorum, and the concurring vote of the majority of the members constituting a quorum shall be valid and binding upon The Corporation, except as otherwise provided by law, by these Bylaws, or by the Articles of Incorporation of The Corporation.
SECTION 3.8 Voting
Each member is entitled to one (1) vote in person at all meetings of the members of The Corporation. There shall be no right of voting by proxy.
SECTION 3.9 Adjournment
Any meeting of the members may be adjourned by a majority vote of the members present, whether a quorum is present or not, without notice other than the announcement at the meeting. The agenda stands for the adjourned meeting.
SECTION 3.10 Authority of Members
No member shall have any power or right to act or speak for The Corporation unless such member is an officer, director, or other authorized representative, acting in the course and within the scope of his authority as such officer, director, or other authorized representative. Notwithstanding any other provision of these Bylaws, the members shall not have the power to conduct the affairs of The Corporation, borrow money or incur indebtedness in any manner prohibited by the laws of the State of Hawai‘i or prohibited by the Internal Revenue Code of 1986 for an organization exempt from tax under section 501©(6) of the Internal Revenue Code of 1986, as amended, or any successor section there after.
SECTION 3.14 Fees and Dues
The members shall be required to pay to The Corporation any initiation fees, annual dues, and other fees, as the membership shall determine. Failure to pay such fees or dues promptly constitutes grounds for expulsion in accordance with Section 3.3 of this Article III.
ARTICLE IV
BOARD
SECTION 4.1 Powers
Subject to any limitation contained herein or under the State of Hawai‘i, all powers shall be exercised by or under authority of The Board, and shall control the business and affairs of The Corporation.
SECTION 4.2 Number
The authorized number of directors shall be not less than three (3) persons nor more than twelve (12) persons, all of whom shall be members of The Corporation. The members of The Corporation shall fix the number of directors for the ensuing year at each annual meeting. At least one director shall be a resident of the State of Hawai‘i.
SECTION 4.3 Qualification and Election
The directors shall be elected from the membership and qualified at the annual meeting or at a special membership meeting held for that purpose, with the exception of board vacancies, which are governed by section 4.6 of these Bylaws. All members of The Board shall be required to serve as chair of at least one committee or be an active committee member and shall so signify their acceptance by their signature on the Acceptance Agreement as provided by the Nominating Committee or by The Board when filling vacancies. Only the elected Board of Directors shall nominate and elected the Executive Directors (president, vice-president(s), secretary and treasurer.)
SECTION 4.4 Term of Office
All directors, except for those who are filling a prior vacancy, shall be elected for 2 years. Except as otherwise provided herein, all directors shall hold office until their respective successors are elected or appointed and qualified. One half of the board will stand for election at each annual meeting.
SECTION 4.5 Removal and Resignation
Directors may be removed from office by a majority vote of the members present at a membership meeting provided the following conditions are met:
(a) The meeting is duly noticed.
(b) The meeting is called specifically for the purpose of considering the removal of directors.
© No more than half of the directors may be removed without cause in one calendar year.
Any Director or Officer of the board shall be automatically removed from office if they fail to attend 3 consecutive scheduled meetings without good cause, as determined by the remaining members of the board.
Any director may resign at any time by giving written notice to The Board or to the President, or to the Secretary of The Corporation. Any such resignation shall take effect on the date the notice is received or at any later time specified therein; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
SECTION 4.6 Vacancies on The Board
Subject to the provisions contained in these Bylaws, if a director fails to serve their full term of office, The Board shall fill any vacancy or vacancies that exist by appointment from the membership at the first board meeting following the occurrence of the vacancy or vacancies, or at a special meeting of The Board called for that purpose.
A vacancy or vacancies shall be deemed to exist in the case of death, resignation or removal of any director, or if the membership shall increase the authorized number of directors but shall fail, at the meeting at which such increase is authorized, to elect the additional director so provided for, or in cases where the membership fails, at any time, to elect the full number of authorized directors.
If The Board accepts the resignation of a director, tendered to take effect at a future time, The Board shall have power to elect a successor to take office when the resignation becomes effective.
SECTION 4.7 Annual Directors’ Meeting
The annual meeting of The Board of directors shall be held at a date, time, and place, determined by the board.
SECTION 4.8 Regular Meetings
The Board may establish regular meetings to be held at such places and times as it may determine.
SECTION 4.9 Special Meetings
Special meetings of The Board for any purpose or purposes shall be called at any time by the President or by any director.
SECTION 4.10 Executive Session
The Board may go into executive session if the majority of the board determines that such a meeting should be held to protect matters affecting the confidential business of the corporation.
SECTION 4.11 Quorum
A majority of the number of directors shall be necessary to constitute a quorum for the transaction of business, and except as provided by law or in the Bylaws, the action of a majority of the directors present at any meeting at which there is a quorum, when duly assembled, is valid as a corporate act, provided that a minority of the directors, in the absence of a quorum, may adjourn, but may not transact any business.
ARTICLE V
OFFICERS
SECTION 5.1 Officers
The officers shall be a President, one or more Vice-Presidents, a Secretary and a Treasurer, thereafter known as the executive committee. Any person may hold two or more offices in The Corporation; provided, however, that not less than two persons shall at all times serve as officers.
SECTION 5.2 Election
The Board shall elect the officers at the annual directors’ meeting or at a special meeting held for that purpose. The Board shall fix the tenure of office of all the officers of The Corporation, provided that an officer may not serve more than two consecutive terms in the same office.
SECTION 5.3 Removal and Resignation
Any officer may be removed, either with or without cause, by a majority of the directors in office at the time, at any regular or special meeting of The Board, or by any officer upon whom such power of removal may be conferred by The Board.
Any officer may resign at any time by giving written notice to The Board or to the President, or to the Secretary of The Corporation. Any resignation shall take effect at the date of the receipt of such notice or at any later time specified therein; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
SECTION 5.4 Vacancies
A vacancy in any office because of death, resignation, removal, disqualification or other cause shall be filled in the manner prescribed herein for regular appointments to such office.
SECTION 5.5 President
The President shall be the chief executive officer of The Corporation and shall, subject to the control of The Board, have general supervision, direction and control of the business and affairs of The Corporation. The President shall preside at all meetings of the membership and of The Board. The President shall be an ex-officio a member of all the standing committees, including the executive committee, if any, and shall have such other powers and duties as may be prescribed by The Board, except as provided herein or these Bylaws.
The President shall appoint, at least one (1) month prior to each annual membership meeting, a Nominating Committee of not fewer than three (3) nor more than five (5) members who will not be eligible for election. The Nominating Committee shall be responsible for submitting to the President, at least two (2) weeks prior to the annual membership meeting, a list of the nominees for Directors to be voted on at such annual meeting.
SECTION 5.6 Vice-President
The Vice-President shall at the discretion of The Board, in the absence or disability of the President, perform the duties and exercise the powers of the President, and perform such other duties as The Board prescribes.
SECTION 5.7 Secretary
The Secretary shall keep, or cause to be kept, a book of minutes, at the principal office or such other place as The Board may order, of all meetings of the directors and members, with the time and place of holding, whether regular or special, and if special, how authorized, the notice thereof given, the names of those present at directors’ and membership meetings and the proceedings thereof.
The Secretary shall give, or cause to be given, notice of all the meetings of the membership and of The Board required by the Bylaws or by law to be given; The Secretary shall have such other powers and perform such other duties as may be prescribed by The Board or by the Bylaws.
SECTION 5.8 Treasurer
The Treasurer shall receive and keep all the funds of The Corporation, and pay them out as per Article VI, Section 6.2. The Treasurer shall submit a written report at each board meeting.
SECTION 5.9 Subordinate Officers
The Board may appoint such subordinate officers or agents, including a managing director, as the business of The Corporation may require. Upon such appointment, The Board shall specify or approve an employment contract, include the assumption of responsibilities assigned to other officers herein, and shall fix their tenure of office and allow them suitable compensation.
SECTION 5.10 Executive and Other Committees
The Board shall appoint other committees and subcommittees as needed, consistent with the laws of the state of Hawai’i. Such committees shall sit at the pleasure of The Board [to include]:
(a) Membership Sub-Committee
The Membership Sub-Committee shall be responsible for recruiting and coordinating the membership of The Corporation.
(b) Events Sub-Committee
The Events Sub-Committee shall be responsible for the marketing, organization and production events sponsored by the Corporation.
© Design Sub-Committee
The Design Sub-Committee shall be responsible for the enhancement of the visual quality of downtown Pahoa.
(d) Planning Sub-Committee
The Planning Sub-Committee shall be responsible for the strategic planning of the Corporation.
(e) Finance Sub-Committee
The Finance Sub-Committee shall be responsible for organizing fundraising efforts and the funding for The Corporation and the Mainstreet-Pahoa Program Committee.
Each Committee shall elect a secretary and be chaired by a Director or Officer of The Corporation. Committee member shall be appointed from the membership by The Board.
The Board shall appoint other committees and subcommittees as
needed, consistent with the laws of the state of Hawai‘i. Such
committees shall hold office at the pleasure of The Board.
ARTICLE VI
CONTRACTS, CHECKS, DEPOSITS AND FUNDS
SECTION 6.1 Contracts.
The Board may authorize the President and/ or any other officer or officers of the corporation to enter into any contract or to execute and deliver any document, instrument, or writing of any nature in the name of and on behalf of The Corporation. Such authority may be general or confined to specific instances.
SECTION 6.2 Checks, etc
All checks, letters of credit, drafts, or orders for the payment of money, notes, or other evidences of indebtedness shall be signed by the President and/or such other officer or officers of The Corporation and in such manner as shall be determined by The Board. In the absence of such determination by the board, such conveyances shall be signed by the President.
SECTION 6.3 Facsimile Signatures
The board may provide the terms and conditions for the execution of any corporate instrument or document by the use of facsimile signatures.
SECTION 6.4 Funds
All funds of The Corporation shall be deposited to the credit of The Corporation in such depositories as The Board may select.
ARTICLE VII
INSPECTION OF CORPORATE RECORDS AND BYLAWS
SECTION 7.1 Inspection of Corporate Records
The books of account, annual audit, and minutes of all proceedings shall be open to inspection upon the board’s receipt of a written demand from any member.
SECTION 7.2 Inspection of Bylaws
The Corporation shall keep a copy of the current Bylaws of The Corporation, which shall be open to inspection by the members at all reasonable times.
SECTION 7.3 Annual Audit
The Board shall appoint, at least one month prior to each annual membership meeting an auditing committee of three (3) Board members who are not officers of The Corporation. The auditing committee shall, within two (2) weeks, submit to the Secretary a complete report on the affairs and finances of the corporation to be published at the annual meeting.
ARTICLE VIII
LIABILITY OF OFFICERS AND DIRECTORS
SECTION 8.1 Exculpation
Each Member, Director or Officer shall be free from all personal liability for any acts done on behalf of the Corporation, or for any losses sustained or incurred by the Corporation, unless the same have occurred through his or her willful or fraudulent misconduct.
SECTION 8.2 Indemnification
Each Member, Director or Officer shall be indemnified by the Corporation against all reasonable costs, expenses and liabilities (including counsel fees) actually and necessarily incurred by or imposed upon him or her in connection with or resulting from any claim, action, suit, proceeding, investigation, or inquiry of whatever nature in which he or she may be involved as a party, or otherwise by reason of being or having been a Member, Director or Officer of the Corporation, whether or not he or she continues to be a Member, Director or Officer of the Corporation at the time of the incurring or imposition of such costs, expense, or liabilities, except in relation to matters as to which he or she shall be finally adjudged in such action, suit, proceeding, investigation or inquiry to be liable for willful misconduct or fraud toward the Corporation in the performance of his or her duties as such Member, Director or Officer. As to whether or not a Member, Director or Officer was liable by reason of willful misconduct or fraud toward the Corporation in the performance of duties as such Member, Director or Officer, in the adjudication of the existence of such liability, the Board and each Member, Director and Officer may conclusively rely upon an opinion of legal counsel selected by or in the manner designated by the Board. The foregoing right to indemnification shall be in addition to and not in limitation of all other rights to which said person may be entitled as a matter of law, and shall inure to the benefit of the legal representation of such person.
ARTICLE IX
AFFILIATED TRANSACTIONS AND INTERESTED DIRECTORS
Any Director, who has a financial interest in any business dealings with The Corporation, must recuse themselves from participation in all proceedings. Failure to disclose conflict of interest is grounds to nullify any contract. Said Director would then be subject to action under Article lll, Section 3.3 (b) of these Bylaws.
ARTICLE X
AMENDMENT TO BYLAWS
The Bylaws, and every part thereof, may at any time, be amended, altered, repealed, and new or additional Bylaws may be adopted, by an affirmative vote of a majority of the membership.
The undersigned, constituting the entire Board of The Corporation, hereby adopt the foregoing as the Bylaws of The Corporation this ___ day of ________, 19____.