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You're Fired!
Originally posted by reni:
If followed properly, Laws statutes, rules, policies provide us with a set of "blue prints", establishing our framework and a "road map" to help us navigate in a functional manner. They are there to uphold and in so doing makes the board's job easier.

That's what the conduct policy is for. I reiterate, our bylaws, personnel handbook, RR's 11th edition and HRS Chapter 414D Hawaii Nonprofit Corporation Act were it's references.

Do our Board members even comprehend this? If so, then how are we left to describe some of their actions which are blatantly not in compliance?

I think some do understand and are blatantly breaking them because there appears to be no accountability. They've been in office almost a year now and it seems every time we turn around, there's another bylaw broken. I think not wanting to relinquish power after wearing 2 hats way beyond the 6 mo time period is going on..the lines are blurred even for the ofc girl who thinks the VP is still the one to contact about HPP biz.

Most violations I've observed seem to be along the lines of willful misconduct and gross misconduct as outlined in the glossary of terms in our conduct policy, and conflict of interest as outlined in our bylaws.

One board member blurts things out that confirms she still doesn't know our bylaws. Another continued on as VP even though she had been deposed. If we want to go w/that the VP was deposed illegally, then Ruth isn't President either.


I think we are constantly subjected to good intentions spurred on by ignorance which leads to "OMG, we've made a terrible mistake! Now we all need to work to cover it up (if you're on my side)and continuously justify our original wrongdoing ! This of course just compounds the original problem!

I agree that there's some of that going on but then it gets compounded w/more broken bylaws. When you think it can't get worse, it does. That's why we have a giant bowl of convoluted spaghetti. You have to choose your battles bc there have been many violations.

Why do our Board members not see this? How do we get out? Ignorance is not justification.

I think Janet had a good idea, say "point of order" at board meetings when we "recognize" they are breaking bylaws. Lots of members don't know their bylaws. That's part of the problem. You have to know them to recognize what bylaw is being broken.

One knowing member stood up at our last mtg. That's why the mtg got shut down. They lost their quorum of 5 when a board member left in the middle of the meeting. The Pres was reminded the quorum was lost and she still thought they could proceed. She assumed all business was pau and all they'd be doing is listening to committee reports. The member stood her ground. That's what it takes at every meeting when you see wrong doing going on. Key is to handle it in a civil manner.


Reni, an attorney was consulted as I stated already when the last amendments of the bylaws were done in 2008-2009. That is what will be done again this time around. The whole bylaws will be reviewed.
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Originally posted by hppwatchdog:
The vote is a very powerful tool if not corrupted. So, this board has removed the write in candidate part of the ballot, therefore, a group of people in one of the districts can't write in a candidate and the if no one is running in that district the board can just appoint another of their cronies. I think there is one district that has no candidates.

The candidates have to be deemed a viable candidate before they can run for the board. You should know this one watchdog. If you have a write in candidate, and the person you chose is not a viable candidate due to delinquent road fees, then what? Someone applied last year to run for this tenure but was deemed unqualified due to delinquent road fees. The admin is tasked to decipher that all candidates are in good standing before the ballots are mailed out. There is a privacy component to this process.
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From mermaid:

"Another continued on as VP even though she had been deposed. If we want to go w/that the VP was deposed illegally, then Ruth isn't President either."

To repeat what I posted on 5/20:

"The HPPOA Bylaws (Article IX - Officers) and Hawaii Revised Statute ยง414D-156 (Resignation and removal of officer) do not specify a procedure or process for the removal of officers of the Board.

If, as mermaid53 states, the action concerning the removal of the president was taken at an executive session, then it is invalid. An executive session can only consider personnel issues, matters of litigation, or matters of attorney/client privilege (Article VIII, Section 9, subsection (d), 1., b.)

Without a specified legislative process, the Board would need to take this action in an open meeting..."

The previous President and Vice-President remain in office. Any actions taken by their "successors" are, at least, invalid, and, possibly, breaking Bylaws and HRS 414D. I should add that anyone who executes the "new" policies, etc., is equally complicit.

Otherwise, mermaid's second most recent post is spot-on - especially the part about wilful misconduct and gross "negligence". Not one of the Board members (starting from July 1, 2014, through today) or their supporters is so stupid that, by now, they have not realized that they have to obey the Bylaws and HRS 414D or to be able to understand what that entails.

Edited to correct order of mermaid's posts
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Originally posted by janet:

The previous President and Vice-President remain in office. Any actions taken by their "successors" are, at least, invalid, and, possibly, breaking Bylaws and HRS 414D.

During the exec session where the "former" Pres was deposed and current Pres voted in, they also voted the "former" VP back on.

So what now? One or two voices at board meetings on past violations has no impact. When a peer board member or two asks the hard questions out in an open mtg, they carry on business as usual after. Who knows whether it's on record in the minutes. The website conflict of interest issue hasn't been resolved even though it was brought out in an open meeting. Will that be in the minutes? The minutes haven't been posted for going on 4 mos now.

The VP's handout "Truth" distributed at the last board mtg, has obvious discrepancies in it. An attempt to prove innocence but instead had the opposite affect. It also brought our attention to another conflict of interest item.
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"So what now? One or two voices at board meetings on past violations has no impact. When a peer board member or two asks the hard questions out in an open mtg, they carry on business as usual after."

According to Robert's Rules, 11th Edition (page 70), when a point of order is raised, the Chair rules on the objection. "Any two members, by moving and seconding an Appeal immediately after the Chair has made such a ruling, can require him to submit the matter to a vote of the assembly."

The rest of that section (to page 72) has many interesting ways to force a presiding officer to get a meeting on track, including not taking actions contrary to the Bylaws or HRS 414D, and keep it there.

mermaid, on 3 June, mentioned just such a case at the last meeting.
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quote:
Originally posted by mermaid53

Originally posted by hppwatchdog:
The vote is a very powerful tool if not corrupted. So, this board has removed the write in candidate part of the ballot, therefore, a group of people in one of the districts can't write in a candidate and the if no one is running in that district the board can just appoint another of their cronies. I think there is one district that has no candidates.

The candidates have to be deemed a viable candidate before they can run for the board. You should know this one watchdog. If you have a write in candidate, and the person you chose is not a viable candidate due to delinquent road fees, then what? Someone applied last year to run for this tenure but was deemed unqualified due to delinquent road fees. The admin is tasked to decipher that all candidates are in good standing before the ballots are mailed out. There is a privacy component to this process.


It's really a simple method.
If the write in candidate wins the election in their district and is not in good standing, then this person would be eliminated and the person with the second most votes would win for that district.

But, by not letting a write in candidate sets up the advantage for the sitting board members to stack the board and I think that's much worse then choosing the second nominee in line.

Furthermore, the write in candidate has always been on the form, this is the first time in many years that it has been eliminated.

The board should be forced to disclose why the write in was removed!
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Mermaid writes," an attorney was consulted as I stated already when the last amendments of the bylaws were done in 2008-2009. That is what will be done again this time around. The whole bylaws will be reviewed."
Mahalo Mermaid, glad to hear that the bylaws from our committee were legally reviewed prior to passage. appreciate thisinfo!------------------------------------------------------------

On the topic of "interpretation ,implementation of the provisions of our Bylaws"
...........what about binding arbitration?(p. 27 bylaws).
remedy...removal from the board ?

Last time I checked I believe the fee was about $295.00. Organize a group, Make a list of violations , substantiate with minutes etc and split the fee.
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Even though an attorney reviewed the bylaws, board members have discovered a couple conflicts within our bylaws. Attorneys aren't perfect and hopefully this time round, we'll get closer to avoiding conflicts w/in our bylaws. A board member on the BLC has made note of it so it can be corrected.

As for arbitration...this was researched by a friend awhile back w/in this past year and the costs were substantially more than the amount you mentioned Reni. Would the association want to foot the bill for it if the end result is to make board members' accountable when they arrogantly disregard our bylaws? The board members can hire an attorney any time they need one w/the association's money.

Can we legally use our own money for legal assistance if it's to defend the association's best interest when there are x amount of violations for an individual? What then, petition for funds to be released for attorney fees?

Of course this means double fees because the board member would then hire an attorney to defend her/himself...otherwise we're back to square 1 of members' prompting a recall; or asking board members to dismiss by majority vote, request resignation, or prompt a recall with 2/3 majority vote of the board.

Watchdog, I don't recall a write in candidate area on my ballot this past year. Are you sure there was one as recent as that? If this is a first that a write in candidate was eliminated for this election as you say, then the board should be asked about that. Who will come forward to do that? I didn't receive a ballot this year as my rep will be around for another 2 yrs, so I don't have firsthand knowledge. Maybe someone else can comment on this if their district was up for election.
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We have rights individually as members of the Association .I would think the best way to approach Arbitration would be members acting on own, collectively... Not representing the "Assoc." as the collective group would not have the "authority" to represent the Association. We had checked with the American Arbitration Association.....I maybe wrong with the amount....possibly that was our individual portion, there were several of us.


Honestly, I ASSUMED these board of directors were just ignorant of the law and their responsibility .I chose not be involved for these reasons. This sounds a little more serious than I suspected.
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